Nocturnal
by The Chosen Pessimist
Summary: The first solar eclipse in over a thousand years. What does this mean? And why is Celestia so worried? OCxLuna Rating upped to M for intense violence.
1. Unhallowed

**A/N: Well, its been forever since i got an urge to write, until I started watching MLP. What the hell? Yes i know im confused to. But ever since the first episode I saw i wanted to write a story to this series. So here is my contribution to the MLP stories on FF. I am thinking this story will only b a few chapters maybe 3-5, but we'll see how it goes. Any suggestions for the story are always welcome. I have the entire sotry sort of planned out in my head so this might actually be one of the first stories i ever actually finish. LOL. BTW i got the title for this chapter from a song by The Black Dahlia Murder, since i was listening to it a lot while writing this, and it seemed to fit, i think.**

**Anyway on to the story. Hope you enjoy.**

Big Macintosh had just woken up at his usual hour when he slowly and sleepily walked outside to greet the beautiful morning sun. He looked up at the horizon, fully expecting to see the great yellow sphere beginning its work of sharing its light and heat, but something was wrong. Big Macintosh blinked and rubbed his eyes before taking a second glance. "What in Celestia's name?" Something was blocking the sun! "I better wake Applejack."

Big Macintosh was fully awake as he raced back inside to wake his sister. He barged into her room loudly and marched right up to her sleeping form. Applejack bolted awake at the sound of her door being thrown open so loudly. "Wha? Whats going on?" She said in a slight panic. Her head turned frantically around the room until her eyes found Big Macintosh. "Hey, ya don't have to barge in my room like that! You scared me half to death."

"Applejack, something is wrong with the sun." Applejack nearly laughed, thinking it was a joke, but the look on his face was completely serious. She hopped out of bed and ran outside, Big Macintosh just a step behind her. She looked at the horizon and sure enough, something wasn't right.

"Why, it looks like somethings in the way. Some of the light is going around whatever is blocking it." Looking at the sky, one can see a ring of light around a dead black object. "I've never seen anything like this in my life." Applejack paced around and thought for a moment.

"Ye-up." Big Macintosh frowned.

"Hey!" Applejack brightened up for a moment. "Maybe, Twilight knows whats going on, if any pony knows whats going on, it'd be her." Applejack ran towards her friends house, hoping to shed some light on this dark issue.

Big Macintosh was confused, but work needed to be done on the farm. He'd trust his sister to figure out what was happening. In the mean time, there is some apple bucking to do.

–

Applejack was the only one awake this early, being a farmer, as she dashed through the streets of Ponyville. As the minutes ticked by, it became clear something very wrong was happening. There was very little light besides what came from the few lanterns still lit from the previous night. If any pony woke up now, it'd be like the woke up in the middle of the night. It was so dark.

Twilight was rudely awoken from a pleasant dream by a heavy and persistent knocking on the door. She tossed in her bed at first, hoping whoever it was would go away, but the knocking became louder and louder every time. 'Some pony is about to get hurt real bad,' she thought.

Finally after a minute of banging she angrily stood up and walked over to the door. She opened the door and yelled out, "WHAT?" As she saw who it was she instantly apologized. "Applejack? Oh, I'm so sorry I didn't know you were knocking. What's going on?" Twilight looked up at the strangely dark sky, 'shouldn't it be brighter than this?'

Applejack was still winded from the run and she was still catching her breath. "Twilight... the sun... something is block...blocking it..." She panted as she pointed up the strange dark object. Twilight was staring at the thing, trying to think through her expanse of knowledge to find some kind of spark...

"Wait! I think I know what's going on!" Twilight turned around and searched her bookcase, looking for the right book.

"You do?" Applejack walked in. "What is it then?" Twilight didn't respond, she was too busy scanning the library, mumbling to herself.

"Ancient astral...ancient astral...ancient astral...A ha!" Twilight's horn glowed as the correct book was magically lifted into the air in front of her and opened. "Let's see here. If I remember correctly it should be right...here. Its called a Solar Eclipse."

"A solar-what now?" Applejack was confused.

"A solar eclipse," Twilight repeated. "A solar eclipse happens when the moon is directly in front of the sun in the sky, blocking it from view." Twilight turned to Applejack. "Well that doesn't sound so bad! The moon will probably move out of the way soon enough."

"Well how come I've never heard of this before?" Applejack inquired skeptically.

"Well, lets see here...dates...dates..dates.. OK. It says here that the last eclipse happened..." Twilight's eyes widened and she gasped. "Over a thousand years ago?"

"Well, no wonder I've never heard o' this."

"But, wait somethings not right here, Applejack. The last eclipse happened the night _before_ the first Summer Sun Celebration!"

"What! What does that mean, Twilight?"

"I don't know, but the princess needs to hear about this immediately." What if it was somehow connected to Nightmare Moon?

Twilight ran up stairs to awake her assistant, Spike. She opened the door to the dark room and peered inside, spotting the little dragon in his basket snoring. "Spike! Wake up! Its urgent!"

"Huh?" Spike fell out of his little basket and face planted against the floor. "How urgent is that you have to wake me up from my beauty sleep?" Spike tried to rub the sleep from his eyes, but to no avail.

"Spike, I need you to write a letter to Princess Celestia now!" Spike nodded and slowly pulled out a parchment with a quill. "Dear Celestia, there is a Solar Eclipse happening right now, an according to my research the last one occurred over a thousand years ago, the day before the first Summer Sun Celebration. I don't know exactly what this means or if its in anyway connected to Nightmare Moon, but I thought you should know about this." The dragon quickly jotted it all down and paused a bit in the spelling of 'eclipse' but he was sure Celestia would read it just fine.

Spike raised the parchment right in front of his face before he blew a small bit of fire over it, incinerating it instantly and sending it off to Celestia.

Applejack walked up the stairs and appeared at the doorway. "Twi, I'm going to go and get the others, okay? I'll be right back. This sounds like something important."

"Okay, I'll wait here then." Applejack ran down the stairs and charged off to awake her other friends. She looked up in the sky once again. 'Something just ain't right with this.' She turned a corner and found herself in front of Sugarcube Corner.

–

Celestia was soundly sleeping on her beautiful multicolored bed, much like her mane. A thin wisp of green smoke moved in and formed into a rolled up parchment, right above her sleeping body. She awoke as it softly landed on her chest.

She blinked several times before looking down at what woke her up. She used her magic to open it up, it was probably just a simple message she would read later. She was too tired and her official princess business wouldn't even start till at least ten, a few hours away at this point. She scanned over it quickly and threw it aside to read again later when she fully woke up.

She tossed in her bed a bit before finding a comfortable position to fall asleep. She closed her eyes and felt relaxed. That's when her eyes shot wide awake. She jumped from the bed and lifted the parchment off the ground, opening it once again.

She barged through her door out into the hallway. The two guards positioned at her doorway looked confused as she sprinted down the hallway. They looked at each other for a moment and followed suit, they knew something was up and they might be needed.

Celestia charged into her office and around to her desk. She opened the cabinet up and pulled a quill and blank parchment from the drawer. She worked immediately on a response letter and sent it off as soon as it was done. Her two guards ran into the room.

"You're just in time. Send two carriages with the fastest Pegasus we have to pick Twilight and her friends up immediately." The two of them nodded and ran out to fulfill their orders. Celestia paced her office in deep thought. 'Why is this happening? What is going on here!' She grew frustrated as there was no answer in sight. "Except..." Celestia bolted towards her sisters room.

Celestia knocked loudly on Luna's door. No response. She knocked again but louder. Nothing. She lost her patience and just opened the door, forgetting about common courtesy. Luna was just rubbing the sleep from her eyes when Celestia walked in front of her bed.

"What is it sister?" Luna was completely out of the loop.

"Luna, the sun is eclipsed." Celestia stated simply. Luna's eyes widened and she gasped, covering her mouth.

"Eclipsed? No that's not possible! There's only one pony who can do that! And hes..." Luna looked at the floor in sadness. She missed him so much.

"I know," Celestia hugged her sister to comfort her. It was something that had to be done. "It doesn't change the fact that its happening again. I've called Twilight and her friends to come here, I fear for the worst." Celestia was clearly worried.

–

Applejack had just finished gathering the rest of the group and were all back at Twilight's place awaiting for word from Celestia. Twilight did her best to inform her friends of what was going on.

"A Solar eclipse? That sounds so cool!" Pinkie Pie jumped up and down and beamed her smile across the room.

"Hardly, I like to be able to see where I'm going darling." Rarity was busy combing her hair in the mirror. "Spike, dear. Can you pass me that hair curler, please?"

"Oh, of course Rarity!" Spike happily handed her the hair curler and anything else should would ask for. "Would you like some breakfast? I know Applejack rushed you over here." He smiled hoping for a yes. 'A chance to prove what an awesome cook I can be!'

"No thanks, dear. Though I would love a glass of water if you don't mind." Rarity gave a polite smile as she asked.

"I'm on it Rarity!" Spike rushed out to complete his task.

"It was supposed to be a really nice sunny day today, too." Rainbow Dash pouted and folded her arms. "I worked all night yesterday to get rid of those clouds to let in some sunshine!"

"This is not good, how will all the animals know when to get up." Fluttershy worried herself over her animal friends. "Maybe I should get back to them and see how they're doing." Fluttershy was about to leave when Spike came back with the glass of water, blocking her exit.

"Here you go Rarity, one glass of... Ahhh...ahh...AHCHOO!" Spike sneezed and dropped the glass of water, watching it shatter into a million little pieces. The fire he sneezed turned into a parchment in mid-air. "Nooo!" He yelled to the heavens as the glass of water destined for Rarity shattered. He fell to his knees dejected.

Twilight tolled her eyes at her melodramatic friend and opened the parchment up. "Dear, Twilight. I have sent for carriages to pick you up immediately. I'll explain everything when you arrive. Princess Celestia." She dropped the message to the side.

"Immediately?" Rarity imitated. "But, I'm not even close to ready! I am in no shape to be seeing royalty!" Rarity was still fixing up her hair to its usual curly glories. She worked double time to get it just right.

"Well, sorry Rarity, but we have more important things to worry about than yer hair." Applejack looked out the window as she spoke. The 'sun' was climbing into the sky slowly and it was still being blocked. 'At this rate there would be no sun for at least the rest of the day' Applejack thought.

The residence of Ponyville were starting to wake up and discover the still darkened sky. They were confused and scared and many stayed inside. The mayor was awake and sent messengers to wake every pony up for an emergency town meeting. They knocked on every door until someone answered.

A knock came to Twilight's front door as another messenger pony went about his duties. "I got it!" Rainbow exclaimed as she sped towards the door. She threw it open,"Hello?"

"Every pony is to meet up at the town square for an emergency town meeting." The messenger pony ran off without another word to the next house on the road. Rainbow Dash went back upstairs to tell her friends of the emergency meeting.

"Should we go then?" Applejack asked. "We're still waiting for the carriages."

"We'll wait for the carriages." Twilight said. "Whatever the princess wants is more important than the town meeting." Just as these words were spoken there was another set of knocking on the door. When no one made a move to get the door, every pony looked at Rainbow Dash.

"What?" She questioned. She looked at all their faces for a moment. "Fine, I'll get it." She raced back downstairs slightly annoyed. She opened the door. "Hel-lo?" She looked up to see a tall mighty Pegasus in the doorway.

"We are here to pick up Twilight and friends." He stated simply, not glancing down or changing his expression in the slightest.

"Oh..Uh..um.. ill..g-get them." Rainbow stuttered as she turned around and flew back up the stairs. "H-hey guys. Its time to go."

Every pony went downstairs and out the door to find two carriages with the strongest, fastest pagasithe Celestian army could find. They quickly filed in and sat down for the ride. The pegasi without warning bolted into the sky as fast as they could, knocking every pony in the carriages around.

"What the hay?" Applejack said as she was flattened against the back of the carriage. "Slow down, you darn winged fool!" Applejack was fighting to even sit straight against the G-forces acting on her.

Twilight was using her magic to keep herself steady, and even that was a challenge. Fluttershy was tearing up at the speed and quietly begged for the Pegasi to slow down. "Please, sir, if its not too much to ask... can you...umm...slow down?" The Pegasus she asked didn't acknowledge the question as he continued his top speed back to Celestia's castle.

The only two ponies who didn't seem to mind the high speed was Pinkie Pie and Rainbow Dash. "Yeah this is so awesome! Better than the ride to the Grand Galloping Gala!" Rainbow stuck her head out and cheered at the great speed they traveled at.

Pinkie Pie had her head stuck out the window as well, her tongue shaking in the wind. "I can see all of Ponyville from up here! Ooo and theres the Everfree Forest and the swamp and the mountain with the dragon. You guys remember the dragon right? The one Fluttershy totally stared down? Oh that was great! Oh look its Celestia's Castle! Its so small and it keeps getting bigger and bigger and bigger and bigger..." Pinkie Pie's high speed voice was caught on Celestia's castle broken record style.

"My hair!" Rarity cried as she tried her best to shield her hair from the wind that threatened to ruin it.

Twilight did her best to look out the window at the fast approaching castle. "At least were almost there." Twilight's horn still shone as she tried to steady herself.

The carriages slowed down upon descent, the wheels touched down and the Pegasi halted at the grand entrance to the castle. Every pony walked out barely able to walk correctly after they had been flung around inside a carriage for a few minutes. The mighty doors of the castle opened up and the six mares walked inside on unsteady hooves.

Inside, Princess Celestia and Princess Luna stood waiting atop the stairs. "Twilight, finally you're here. We have much to discuss." They each descended the stairs and stood a head above any of the other ponies. All six of the mortal ponies bowed their heads in the presence of their rulers.

"Princess, whats going on with the sun?" Twilight asked worriedly.

"That's why I summoned you all here." The princess mentally prepared to unveil knowledge few ponies of even the highest prestige and knowledge knew about. "As you know, the last solar eclipse occurred over a thousand years ago, the day before the first Summer Sun Celebration. No pony is strong enough to control the moon like that. Even Luna who brings the night can not control it yet."

"Princess Luna can't control the moon?" Rainbow Dash Interrupted. "I thought she did all things that had to deal with the night and stuff." Rainbow folded her arms.

Princess Luna responded, "No, I'm not strong enough to move the moon like that yet. When I'm older I'll be able to, but for now its out of my control, that's why there hasn't been a solar eclipse in so long. It was supposed to be part of the natural events. Every once in a while there would've been one."

"Well, then princess, whats causing the moon to act this way?" Applejack asked.

"There was only one pony strong enough to control the moon. That was one thousand years ago." Princess Celestia looked to her sister, intending for her to continue the story. Princess Luna looked down and sighed, closing her eyes for a moment before standing up straight.

"He was an Alicorn, like us. He was tall and majestic, a powerful pony. For a time he was my coltfriend, and I loved him. But, Celestia didn't want me seeing him, she said he was trouble." Princess Luna looked away from her sister.

"Yes, I did." Celestia stated, in a somewhat angry tone. "And some pony disobeyed me." She glared at her younger sister. Luna's ear dropped and she shut her eyes.

But she continued her story. "We continued to see each other, at night mostly, when everyone was asleep. We went everywhere together. But, then I started to see that everyone hated the night and loved the day, and I grew jealous of my sister and her day world. I became enraged and so I turned into Nightmare Moon. And with his help I tried to shroud the world in eternal night. He was also like me and had the same desire, he always had, but I talked him out of it every time he wanted to. That's how we originally met. He came up to me one day and asked me if I would help him in his conquest for eternal night. In a way, he gave me the idea. And when Celestia sealed me on the moon, he was sealed as well." Princess Luna looked down as a tear rolled out of her eye.

Princess Celestia took the rest of the conversation as she didn't want her sister to full on cry. "And that's where our problem arises. Luna was only sealed on the moon for one thousand years. _He _was supposed to be sealed on the moon forever."

"So, is this other Alicorn free?" Twilight asked.

"Not yet, but we believe he will be free soon."

"How soon?" Fluttershy asked in the smallest whisper.

"I believe he will return at 10:43." Luna looked at the clock high above the stairs. It read 9:56. "We are nearly out of time."

"Why would he come at such and awkward time?" Rainbow asked.

"That was his favorite time for some reason. He would definitely be coming then." Luna explained.

Celestia turned and walked up the stairs. "We don't know how he'll react after being fully free. But, since his first move was to block out the sun, it mustn't be good." Celestia motioned for the rest of the group to follow her. She led them down the hallway to the all to familiar vault. A sun was painted right over the key hole, the key being Celestia's horn.

Celestia brought her horn down and pushed it in, releasing some magic as well. The vault slid open revealing a jeweled chest "Girls, I have to ask you. In order to keep Equestria safe you must hold the elements of harmony once again. If things get bad, don't be afraid to use them." Celestia opened up the chest and pulled free the six gem accessories, giving it to each respective pony.

"That box is simply gorgeous!" Rarity ogled at the beautiful chest.

"Can I hide in it?" Pinkie Pie jumped into the chest and closed it. Every pony was silent for a moment, all at a loss for words.

"Ummm," Princess Luna finally broke the random silence. "She is aware the world is in danger of permanent night, correct?" She was very confused.

Applejack ran over to the chest."Pinkie Pie! Get out of there, we gotta world to save!" She opened up the chest and found it completely empty. "What the hay?"

"Guys what are you waiting for? Let's get moving!" Pinkie Pie was already half way down the hallway and happily bouncing away.

Twilight tapped Applejack's shoulder. "Yeah, lets not question anything and lets go." She was just as confused as her. Every pony was.

The six made there way back outside where the carriages were still waiting. "Where do you think he'll appear then, princess?" Twilight inquired. She stood next to Celestia as the rest boarded their respective vehicle. Luna was still at the door to the castle, her head was dropped down and she seemed distraught.

"Well, we don't really know. My guess though, would be Ponyville, to scare the entire town. Get on the carriage Twilight. Luna and I will head there shortly, I just need to talk to her a bit. Okay?" Celestia smiled and hugged Twilight.

"Yes, princess. We'll be waiting for you, I just hope this turns out okay." Twilight turned and headed into the carriage. The Pegasi flew off at a much slower pace this time, since urgency was no longer a major issue. They had plenty of time before _he_ was scheduled to arrive.

Princess Celestia watched them go until they were barely in sight. She then turned to her younger sister who was still looking confused and distraught. "Luna?" She approached her. Luna didn't say anything and turned away looking down, her hair covering most of her face.

"Luna, you know he'll try to approach you again, if he gets the chance, right?" Luna simply nodded at her sisters question. "Just know that we are all here behind you and ready to help in whatever way we can."

"Yes, thanks." Luna walked by her. "So, shall we follow them?"

Celestia sighed, her attempt to console her sister hadn't worked as planned. "Yeah, lets get going." Celestia opened her powerful wings and took to the skies, her sister followed a moment after.

The two Alicorns flew quickly, it would only be a few minutes to Ponyville at their speed. It had been a long time since the two flew together, both of them were usually busy with royal duties. But, this was a major exception. Celestia and Luna canceled all their meetings and cleared their agenda for the day. It had become a game as each of them tried to out do the other. One edged in front of the other as the other did the same. Soon they were both racing towards Ponyville.

The carriages came into sight descending down on the town. Luna and Celestia looked at each other, each had a smirk on their face as they touched down. They panted, but no pony said a word as to who had one.

Fluttershy walked up to the Princess, an expression of worry written all over her face. But before she could open her mouth Rainbow Dash cut in. "Wow! That was amazingly fast! I didn't know you guys could fly that quickly! You have to teach me one day." Princess Luna and Celestia blushed slightly.

"Well, Rainbow Dash I'm sure I could find some time out of my busy schedule to show you a thing or two." Celestia smiled.

"Guys..." Fluttershy quietly chimed.

"Really? Oh that would be great! I also got a few tricks I want your opinion on, if that's not too much to ask for?" Rainbow had an ear to ear smile. She was excited to be have the chance to fly with the Princess! Maybe the wonderbolts will ask her to join them! Who wouldn't want someone who flew with Princess Celestia?

"Guys..." Fluttershy tried again.

"Well, of course I'd love to see your tricks. I have a couple myself I've been dying to find time to do."

"That would be so wicked!"

"GUYS!" Fluttershy shocked everyone by going above her usual whisper.

Rainbow was annoyed that Fluttershy had rudely interrupted her conversation with the Princess. "What?" She asked enraged.

Fluttershy shrunk back, scared and shaking. "Umm... Well, its kinda... 10:42." She smiled nervously. Rainbow's eyes went wide as she looked over to the large clock tower in the center of town. Sure enough it read the time Fluttershy stated.

The minute hand suddenly moved another 6 degrees to the now, new time of 10:43. Every pony was suddenly quiet as the tensest of seconds past. At first it seemed nothing was going to happen and everything would be okay. But, that hope was slashed down as a beam of light came down from the moon.

Every pony tensed up as the beam of light came down a mere twenty feet in front of them. Shadows spun around from the surrounding area turning into a ball of darkness in the middle of the beam of light. "There's no doubt, its him." Luna stated.

The dark twister spun silently for a few seconds, the wind speed jumped and blew every pony's hair around. The light suddenly died down and the darkness dissipated to reveal a dark figure with bat-like wings. His mane was a deep blue along with his long flowing tail. His coat was of course, dead black and his eyes were blue and slits, like a cat. He spotted the eight ponies waiting for him and recognized Celestia immediately.

"Looks like I was being expected." He chuckled at them.

Celestia had her horn facing him with a serious expression on her face. "What are you planning?" She spat.

"What else of course?" He looked up at the moon. "Eternal night!" He laughed wickedly.

"Don't you dare! Or have you forgotten what happened last time, Nocturne?" Celestia took a step forward, her horn glowing slightly.

"Well, at least some pony remembers my name!" Nocturne grinned, opening his dark wings. "But, this time I _will _succeed. We will all live Nocturnally!"

**It'd help a heck of a lot if /i got some reviews. This story is for the readers to enjoy and if youre not enjoying id love to know how i can fix that. Constructive criticism is also helpful. Im still growing as an author i believe but ive come a long way from where i started. AS for Nocturne's appearence there will be a link to it on my profile. Hope you enjoyed the read everybody! **


	2. Dark Castle

**A/N: Well I've finally been able to write enough to post Chapter 2, though to be honest it was origanlly going to be a lot longer, but i really wanted to post something by the latest Friday. With college, thats not going to happen. So heres what I was able to whip up for you guys!**

**Lunaaicorn: I tried my best to not seem like it was rushed or quick, i guess it sorta worked :P**

**Eric Peterson: I'm going to keep writing till this is finished dont worry my friend. I already have pretty much the entire story planned out, i just need to write it.**

Celestia gathered her magic into her horn, preparing a spell aimed directly for Nocturne. "In your dreams!" Nocturne simply smiled as Celestia released her spell at an amazing speed. Nocturne dashed to the left as the spell whizzed by and leveled a house.

He turned back and shook his head at the ruin. "Here you are trying to protect your land, and yet you destroy the first building you see. How Pathetic." He laughed and flew up into the air. "Let me show you how to destroy!" He sparked magic into his horn and pointed to the Twilight's Library.

Twilight gasped as she spotted the target: her home! She jumped forward and charged her horn as fast as she could. Nocturne fired a large dark bolt towards the gigantic tree-turned-library. Twilight let go of whatever magic she had collected in the short time and did her best to deflect the shot.

Her magic was able to knock it off course, but only slightly. She watched in horror as the bolt struck the right side of her home, wrecking half of it in a single moment. The left half of it couldn't carry the load and fell. The ground shook as it connected with the ground. Twilight's home is gone.

"Wait, wasn't poor Spike still in there?" Rarity became instantly worried.

"Oh, no! Spike!" Twilight teared up at the thought. Her friend didn't leave the house, as far as she knew, and the thought of losing a friend as close as Spike crushed her heart. A teardrop fell from her cheek.

Nocturne looked at the group and spotted the pony who had knocked his attack off course, even it was slightly. 'She did that? A little stronger then she looks,' he thought. He swiftly flew down and behind the group, stopping next to Twilight. Rainbow Dash had to blink at the speed in which he flew.

"And, my dear who might you be?" He whispered into her ear. Twilight gasped and turned around to face her opponent eye to eye. She backed off quickly and charged more magic into her horn for an attack.

Nocturne flicked his horn and Twilight was flipped upside down and suspended in mid-air. "I asked you a question my dear." She dropped her concentration on her spell as she was moved inches from his face.

"T-twilight," she coughed out.

"Hey, leave my friend alone!" Rainbow Dash rocketed towards the enemy and knocked him back. His hold on Twilight fell as he slid to a halt a few yards away. Rainbow Dash smiled at her effective maneuver and helped her friend back on her hooves.

"Thanks," she said.

"No problem, Twi."

Nocturne stood to his full height as he angrily looked at the blue pegasus. "You, there blue pegasi." Rainbow turned to the one addressing her. "What is your name?"

"The names Rainbow Dash, and we're here to kick your a-"

"Enough," Nocturne cut in. "I only asked for your name." Rarity, Applejack and everyone else stood behind Twilight and Rainbow Dash, all ready to fight it out, except Fluttershy. Nocturne eyed the small crowd of ponies, looking to each of their faces before settling on Luna's.

His expression changed as he saw her standing there. Her hair covered most of her face and she was looking away to the left, eyes tightly closed. It had been a thousand years, but it was unmistakable, that was Luna!

Luna looked up momentarily and caught him eying her down. She panicked for a moment and backed away from the group several feet.

"Princess?" Nocturne asked, "Princess Luna?" Celestia took a few steps forward defending her younger sister.

"Get away from here, you fiend!" Celestia fired a bolt at Nocturne's feet, causing him to back up. Luna looked on, holding a troubled face. "Haven't you done enough damage to this family!" She fired another one, grazing Nocturne's leg.

"I loved Luna, I still do! And you just couldn't handle no pony loving you!" Nocturne fired a bolt of his own at Celestia's hooves, she backed up to avoid the blast.

She still stood strong and prepared another shot, aiming for a direct hit. She charged it up and let it fly at a deadly speed. But, before it made it even half way down range it dissipated. Nocturne was shocked.

Princess Luna flew over Celestia and landed next to Nocturne, standing next to him defensively. "I can't let you do that sister." Her horn was still glowing, slightly from use of her magic.

Every pony gasped at the sudden turn of events. "Princess Luna?" Twilight asked, mouth agape.

"I don't believe this! She's such a traitor!" Rainbow Dash was enraged at Luna. 'How could she just abandon her friends!' Rainbow Dash sped towards Luna intent on a full on tackle, but with a flick of Nocturne's horn she was grounded roughly. "Damn it!" She looked up at the pair.

"Luna! Don't make the same mistake twice," Celestia pleaded, her stern look slowly turned into one of worry. "Luna please come back!"

"I can't," Luna shed a tear as she turned her head away from her sister.

"Come Luna," Nocturne, "We have much to discuss." Luna turned her head back to face him, unsure of what to do for a moment. She turned back to her sister, they shared a worried look of what was to come. But, Luna had made up her mind, she'd made it up a long time ago. With new resolve she turned back towards Nocturne.

"Let's." She said simply.

Nocturne flew up into the air and Luna followed right behind him. "No!" Celestia cried out as she too, took to the skies. She flew rapidly up towards the two escaping ponies, reading to strike. She fired several bolts into their direction, but they were deflected by Luna and Nocturne. They were too powerful together to get a shot in.

Luna turned around and charged her magic, closing her eyes tightly to focus better. She whipped her horn around and fired it straight at Celestia. Celestia was caught off guard by her sister's sudden attack, and she had no time to avoid it. She was hit square in the chest, knocking her out of the sky.

She fell and collided in the center of town, where the emergency meeting was being held.

–

Twilight was running as fast as she could towards where Princess Celestia fell. "Twilight, wait for us!" Applejack called out, doing her best to catch up to the unicorn pony. She had dashed off without a word to any pony else, so she had a good head start.

Rainbow caught up to Twilight, "I'll go on ahead and so what's going on." She told her.

"That's fine go ahead!" Twilight didn't even glance at Rainbow Dash, she was too determined to get there as fast as her four legs could take her. Rainbow climbed back into the sky and descended into the town square with amazing speed.

Applejack stopped for a moment to let Fluttershy, Rarity, and Pinkie Pie catch up. "Why are we stopping? Is there candy?" Pinkie Pie jumped up and down looking around for the source of their sudden halt.

"No, but some pony has ta check on Spike, who knows what could've happened to the little fella'." Applejack looked over in the distance to see Twilight's ruined home.

"Fluttershy, Pinkie can you check up on," Applejack looked hesitantly at the ruined building. "Check on Spike." She tried her best to keep her voice steady, she knew the severity of the damage, and the condition their friend may be in.

"We're on it AJ!" Pinkie ran off in the direction of the house with Fluttershy hovering behind her.

Rarity looked at AJ's worried face. "Don't worry yourself too much, darling. Remember, Spike is a dragon, they're a lot harder to knock down then your average pony." Rarity did her best to comfort her friend, and her own mind.

"I suppose," Applejack heard the a loud commotion from the center of town. "C'mon we still need to help the Princess!" Applejack and Rarity resumed their run to the center of Ponyville.

–

Nocturne and Luna flew low over the Everfree Forest, the dark canopy only a few feet below them. A clearing in the trees could be seen up ahead, a deep canyon was the reason. Nocturne descended to the edge of the steep drop, a single stone was knocked down into the abyss. A quiet tumbling sound could be heard seconds later as it hit the bottom. Luna glided to a halt next to him, staring into the dark canyon. "Do you remember this place, Luna?" Nocturne turned to his right, facing the beautiful princess. He couldn't help but smile.

"Yes, perfectly! We'd come here all the time at night. It was always so quiet and relaxing, even with the forest just inches behind us." Luna smiled at the memories from so long ago, How could she even try to forget them? She turned to her left as they stared at each other, smiling like little middle school fillies.

Nocturne broke the silence again. "I want to show you something, I was working on it before we were sealed away, and I never was able to completely finish it. I was planning it as a surprise for when the night truly ruled, but, well you know the rest." Nocturne's horn glowed as he began the spell, he closed his eyes tight as the world around them began to shake violently. Luna held her ground as he continued the spell. She looked down into the canyon as something slowly began to rise from the depths.

It was a dark blue cone that turned out to be a tower, it continued to rise and its base became large and larger, spreading out and with it, more towers rose. A statue came next, perched atop an archway, an evil looking gargoyle stood with its wings spread upwards, an angry look on its face. It rose further and further revealing a doorway below to the gargoyle. Finally the world stopped shaking as much as a bridge was hoisted into position, leading them from the canyon wall straight to the doorway. To more gargoyle statues rose and sat peacefully on either side of the bridge.

The dark blue castle had risen. It was spiky and if one would look from above, it'd be shaped like an octagon with a tower rising from the middle with eight more smaller ones on each of its corners. The dark sky completed the look of evil this castle now had.

Nocturne panted slightly turning back to Luna, her mouth was agape at what she saw. He grew slightly worried, "Do you like it?" he asked nervously. Luna didn't respond nor move for a few seconds.

"Like it?" She echoed back, "This castle is amazing!" Her expression turned from shock to an excited smile. Nocturne felt another smile creep onto his face. Luna ran onto the bridge and towards the door to the castle, Nocturne followed her to it, walking. He pushed open the door as he nuzzled Luna's neck.

"Welcome home, my queen."

–

Back in Ponyville, things were getting hectic. The mayor was in mid speed when she spotted Celestia chasing after Luna and somepony else. Her sudden silence and expression caused the rest of the citizens to look up in horror as Celestia was knocked out of the sky. They bolted away as she fell down right on top of the crowd, thankfully, nopony else was hurt.

Rainbow Dash was the first one onto the scene and she raced to Celestia's side. "Princess are you alright?" Rainbow realized the stupidity of her question when she saw Celestia's chest. It was dark and looked like it had been burnt by Luna's magical attack. She carefully tried to shake Celestia awake, not wanting to cause more pain.

Twilight arrived moments later, completely out of breath and worried out of her mind. She ran towards the Rainbow Dash and looked down at the Princess's condition. She still hadn't woken up, and Twilight searched through her memory for some kind of healing spell. Her horn light up as she cast the spell, it wasn't able to help much, but it was able to wake her up.

The citizens had gone into an uproar at the sight of their dear Princess hurt, but they could do nothing to assist. Some screamed and others cried, some sent their children home and others stood there unable to believe their eyes.

Celestia tried standing, but suppressed a scream as pain shot through her, she fell back to the ground and looked at her surroundings. "Rainbow Dash," she spoke softly. She coughed harshly and groaned from the pain.

"What is it Princess, are you alright?" Rainbow was torn. She really wanted to help, but she didn't know how.

"I'll be fine, but I need you to," she coughed again and suppressed another scream of pain.

"Maybe, you should take it easy," suggested Twilight. "My friends will here soon. I know Fluttershy will be able to help!"

"Yes I know, but I need you, Rainbow Dash, to fly as fast as you can to my castle. Tell any guard you see these words. 'C order 37-P,' they'll know what to do." Celestia tried again to stand and this time she struggled through the pain. "Go now!" Rainbow nodded and took off into the sky, reaching her max speed in no time, nearly causing another Sonic Rainboom.

Rarity and Applejack ran in a moment later and made their way through the throng of pones surrounding the incident. "Princess, are you alright?" Rarity asked.

"I'll be okay, I've already sent for help with Rainbow Dash." Celestia sighed and looked down at her own injuries. She spotted her burned chest, from the force of the crash a possible fractured back leg, or at least bruises. It would take some time for her to heal.

The mayor of Ponyville made her way through the crowd. She needed to figure out what was going on. "Princess, I don't mean to impose, but what has happened? Why is the sun being blocked?"

Celestia turned to address the mayor of the town, she had a right to know, along with the rest of Ponyville. She looked up at the sun, which by this point had reached its position of noon. "An foe I thought I banished long ago has returned, and he threatens the entirety of Equestria with eternal night." The mayor gasped and looked slightly confused.

"But, hasn't Nightmare- I mean Luna, already tried that?"

"Yes, she did. But, that wasn't her plan initially. It was all _his _idea." Celestia explained.

"Who's?"

"His name is Nocturne, and he is stronger than my sister, who has now joined him." Celestia looked back up into the sky to spot Rainbow Dash rushing back. "Good, shes quick!" Rainbow Dash descended back down and landed next to the Princess panting heavily.

"As...fast...as I could." Rainbow dash did a small salute and grinned at her accomplishment. The royal carriage landed behind her as well and two powerful Pegasi walked up next to Celestia.

"Thank you, Rainbow Dash," she coughed again and nearly fell over. "You've been very helpful. But now I must ask you all to give chase to Nocturne." She looked around and gave each of the four present, a stern look. "You must stop him and my sister at any cost. You have the Elements of Harmony and your friendship. I know you can do this." She coughed again and slowly made her way over to her carriage and laid down. "Good luck." The carriage took off back to Canterlot, leaving the four to begin formulating a plan of their very own.

The townsfolk had barely an idea of what they should be doing, and they began turning to the Mayor and Twilight for guidance. "What shall we do?" "Where is our sun?" "And the children?" Other questions and statements were lost in the roaring crowd.

Twilight spoke to the Mayor. "Miss Mayor, take control of the crowd and... well do what you do best. We're going after Nocturne." The Mayor nodded and turned to the podium on the stage to attempt to control the crowd. They were starting to get very anxious.

"I'm guessing were going to go kick some serious butt, now?" Rainbow Dash pretended to uppercut somepony and do other boxing-type strikes.

"Oh yeah, we're just going to need to wait for Fluttershy and Pinkie-"

"Hey guys! We're back! And look at who we found sleeping behind a tree in the front yard!" She bucked a sleeping dragon off her back and onto the ground in front of her, scaring Spike awake.

"Oh, not again, not another falling tree house!" He looked around completely freaked out at his surroundings until he spotted Twilight. He slid to his feet in front of her, "Twilight, I swear it wasn't me! I was just sleeping and then everything-" Twilight interrupted him with a tight hug.

"Don't worry about anything Spike. I'm just glad you're okay!" Twilight was hugging Spike a little too hard and it was causing him to choke, she let go before it got too bad thankfully.

"Hey, Twilight, wheres the princess?" Fluttershy asked.

"She had to return to the castle, my dear," Rarity responded. "She simply had to leave after receiving such an awful wound to her chest." Fluttershy's eyes widened with the mention of a wound.

"A wound?"

"Yeah, it was pretty bad." Twilight now did her best to take the lead. "Gang, we have to head into the Everfree Forest and give chase to Luna and Nocturne."

"Where do ya Reckon they'll be hidin'?" Applejack asked.

"I don't know, but it looks like they went far north. The princess believes in us and we can't let her or the rest of Equestria down." Twilight started the walk, north to the Everfree Forest. "Let's get moving." The rest of them followed their pseudo leader. Soon the crowds chatter calmed down as they left the square and headed towards their new destination.

They made their way passed Fluttershy's hut and stood at the entrance to forest. "Is Every pony ready for this?"

"Oh yeah, we are!" Rainbow Dash said excitedly. "We have the Elements of Harmony on our side, there is no way we're going to lose!"

"Ahm going to have to go with Rainbow on this un. We are going to bring a beatin' to this feller." Applejack grinned.

"I hope he is nicer than he was before," Fluttershy said quietly.

"I mean this is probably going to be liked Nightmare Moon and Discord." Pinkie Pie hopped up and down as she grew more and more excited. "We just walk up to him and seal him away! This is going to be so easy! I mean what can possibly go wrong?" A loud roar, followed by howls, was heard coming from deep within the forest. Bats flew up from the canopy to the complete the dark and foreboding look.

"Pinkie darling, you should really learn to hold your tongue." Rarity commented. Fluttershy trembled.

**Well, I hope you liked it. Please review and tell me what you think, was it good? Did it suck? I will never know if you don't tell me somehow! 'Till next time. And by the way I'm going to try to post a new chapter every friday-ish. And as i said before the story is going to be somewhere around 4-5 chapters long unless you guys give me some ideas to make it longer. Well, until next week :p.**


	3. What a Horrible Night to Have a Curse

**A/N: well, I've finally finished writing the next chapter. It took a hell of a long time, i worked on it everyday for the past week and its finally finished... well this chapter is not the story. I think it came out very well, plus its 7k words making this the longest single chapter i have ever written. yay ^^. **

**Flarezap: I got the name Nocturne from legend of zelda actually xD. One of the songs you learn is Nocturne of Shadows. It was really stuck in my head so i decided to google the definition. If i remember correctly its a romantic musical piece pertaining to the night, so it was kinda perfect for a name. So i stuck with it.**

**Eric Peterson: You're awesome for reviewing twice! Very rare round these parts. you keep me writing, friend and here is your reward!**

**This chapter has a song attached to it. It fit perfectly in my opinion, again its by The Black Dahlia Murder, a huge inspiration to me. Now i present to you my latest work:**

_What A Horrible Night To Have A Curse!_

"That sounded like a manticore!" Rainbow shouted in fear.

"Yer not going to chicken out now are ya?" Applejack joked as she started making her way into the gloom of the forest. Twilight followed along with Pinkie Pie, bouncing up and down as usual. Rarity reluctantly joined her friend leaving Fluttershy and Rainbow Dash in the back.

"That sounded scary," Fluttershy bowed her head and her ears dropped. She really didn't want to go in there. Again.

"I-I'm sure it ain't s-so bad!" Rainbow Dash put on her best fake grin and slowly hovered after the others. Fluttershy gritted her teeth and ran up to her friends.

The forest was as dark and dangerous as it always had been. The trees seemed near dead with the amount of bark falling from them, their branches fell far below where they should be. It was hard to maneuver through the density at some points, and the lack of sun made the trek that much more difficult. The moon still had the sun blocked out, and there is nothing, not even Celestia, that any pony could do about it, at this point.

Twilight and Rarity used their magic to sustain a light at the tip of their horns to be able to see through the dense night. Twilight lead the group at the front and Rarity stayed near the middle to spread the light out more evenly.

**_This twisted, wretched place shadowed by the utmost darks of Hell._**

**_In dreams of black beyond the bounds of a withered witch's spell._**

The group of ponies stuck together as tightly as they could, rustling sounds echoed all around the forest. Fluttershy was freaking out at every noise her ears managed to catch, she was flinging her head desperately, trying to find the source of each and every noise. Sometimes she would find the source, a simple broken twig, and would calm down for the briefest moment before another sound got her freaked out again.

Rainbow Dash, though normally being very tough, was trying to keep it together as best she could. She kept replaying the roar and howls from before, and the more she thought about it, the more jumpy she became. She could almost see the wolves just beyond the next tree. Her paranoia was overwhelming and she started to shiver slightly.

A tree branch grazed against her back and she lost it. "Ahhhh, its on me!" She flew ahead fast, but before she could get herself lost, Applejack grabbed her tail and threw her to the ground. She left Rainbow dazed and confused.

"Will ya calm down? It was just a branch." She pointed with her hoof towards the low hanging branch in question. Rainbow shook her head and acknowledged her friend. She stood back up embarrassed, and returned to the back of the group. She was starting to act like Fluttershy! She mentally slapped herself for being so scared. Shes dealt with bigger, scarier things than what could be in these woods.

Pinkie Pie, looked up through the canopy of the forest and saw the large dreaded moon in full view. Though, it was darkened, she could clearly see its spotted surface. The moon suddenly quickened its pace through the sky. "Huh?" She said aloud.

"What is it deary?" Rarity stopped by her and traced her eyes up to the sky. The moon was moving, but the sun still didn't show itself. "What in heavens...?"

Soon the rest of them stopped, wondering what was going on, and looked up at the sky. The moon was indeed moving fast down to the horizon, and soon it'll be out of sight. "Wait, but the sun is going down too? The sun should still be up for a few more hours, shouldn't it be? Even if it is dark." Twilight started thinking of some kind of explanation.

"Do ya think Luna might be doing this?" Applejack questioned.

"Its possible, she must have brought the night in early, really early. And I don't think Celestia is in any shape to do much about it." Twilight kept her head strong and continued, to where ever they were going. "We still need to find her and Nocturne. Let's keep moving, we have to find something, that might lead us to them." She wondered exactly what they would be searching for. They wouldn't just be standing around somewhere in the forest, would they?

**_Where the doors surely are locked, where the sun threatens to wane._**

**_Where shamblers dwell in dim moon light beyond the warmth of day._**

Applejack kept a watchful eye on the surrounding trees, making sure nothing would spook them or her friends. She knew she was pretty much the strongest one, along with Rainbow Dash, and in case of an emergency she'd need to be ready. The forest was an untrustworthy place, everything seemed to rustle and make noise, causing Applejack a neck ache as she spun her head around constantly. It was getting really old, really quick.

Twilight was lost in thought. She kept her thoughts on how she can find Princess Luna and to somehow convince them back to their side. But, the problem was that Twilight didn't really know Luna very well, what could she say? She mentally re-read all the books and things she knew about Luna. Their wasn't very much, since after they defeated Nightmare Moon, Luna stayed in the Canterlot Castle nearly all the time. All she would do is raise the night and it didn't help that Celestia never spoke about her sister. Twilight simply kept a close eye on to anything that might lead them closer to finding Luna and Nocturne. It was a good thing they had the Elements of Harmony.

Rarity was busy avoiding anything that could get her dirty. She carefully stepped over stones and muddy areas. She wasn't paying very much attention to the surroundings at all, only her figure. But, something suddenly caught her eye in the trees. She did a double take on the spot, but whatever she saw had disappeared.

Rarity ignored whatever it was, it was probably nothing, anyway. She jumped over a rather large puddle of mud and looked up again, higher than usual. She saw it again, but this time she caught what it was. A pair of crimson red eyes stared deep into Rarity's. She froze in fear and pointed with her hoof.

Rainbow Dash, who wasn't exactly looking in front of her, bumped into Rarity. "Hey what gives?" She saw Rarity frozen in fear and looked up to see the red eyes. "What the-!" The red eyes closed and disappeared from sight.

"W-what's going o-o-on?" Fluttershy stuttered, joining the two frightened mares.

"A pair... A pair of eyes! In the trees!" Rarity was bewildered and truly scared.

**_Liars line the roads at dawn, watchful eyes are upon you held._**

**_Sacred weapons to the sacred revealed, to be unleashed upon this council of Hell._**

–

Nocturne was standing outside the castle near the end of the bridge. Luna was inside exploring her new home. Nocturne held his eyes closed, focusing on the spell he was casting. It would be a draining spell, but it would be worth it. The forest in front of him shook as forms began to make their way over to where he stood.

A large creature moved the branches and stepped into sight. It had the body of a lion, the tail of a scorpion, and wings. It was a beast known as a Manticore, one of the deadliest beasts in all of Equestria. It roared as it stepped into sight. Enraged, it charged Nocturne, who made no effort to move or do anything.

The beast roared in his faced and raised his paw ready to swipe. Nocturne's deep blue mane flew back at the force of the roar. He opened his eyes to stare into the beast's own. His eyes were dead black and the Manticore backed away and calmed down. It now sat quietly.

Howls erupted from the forest as wolves ran into sight, growling and baring their teeth menacingly. Nocturne turned to each of them with his dark eyes and they whimpered. They sat down as well, and soon more Manticores and wolves came forward, except this time, they did not growl. Nocturne's spell was nearly complete.

"Now, my children, obey your master! Hunt down the ones who hold the Elements! I want them. Dead or alive." The manticores and wolves sat listening, completely entranced in Nocturne's spell. "Now go! Get them!" The manticores roared and took to the skies. The wolves howled before scattering into the trees to search for their prey.

His spell was still not complete, so he shut his eyes and continued to the final part of the spell. His personal favorite: Raise the dead.

–

Twilight and the group wandered deeper into the everfree forest, determined on finishing what they came here to do. But, the longer they wandered aimlessly, the less hope they had, and it was starting to shake them up.

"Twilight, where are we even going?" Applejack asked, slightly annoyed. She could've sworn that they had already gone this way. The trees were looking familiar, or was it that all the trees simply looked alike?

"I-I... I don't know!" Twilight just covered her eyes in defeat. "I wish I knew, but all Celestia told us was to follow them. They flew far north and that's all I know." Twilight had her head on the ground and did her best to think of some kind of solution to the very big problem they had. Wandering aimlessly through the forest was never a good plan for anyone.

"You know what, I'm going to see what I can see from up high," Rainbow Dash attempted to fly up into the air, but was stopped by Fluttershy, flying in front of her.

"Wait, Rainbow, we have to stick together! I-I mean... isn't that what were supposed to do...?" She asked nervously, flying back towards the ground, unsure of herself.

"You remember what happened last time that happened don't you?" Rarity asked. "You flew off and left us to handle Discord, that awful man!" Rarity remembered how she acted that day with ...'Tom'. How embarrassing.

"Hey, I was totally tricked into doing that! You know I would never do that!" Rainbow crossed her arms and looked down at Rarity.

"Hey look at that, guys!" Pinkie Pie pointed into the forest, but no pony payed any attention to her.

"Twilight, if you don't know where wer' goin', lets turn back and get outta her." Applejack was tired of walking around aimlessly. "Maybe we can come up with sunthin' if we take some time to think 'bout this."

"But, what about Celestia! We promised her we would do this! We can just go back empty handed and look like fools!" Twilight was getting up into Applejack's face, this was starting turn into an argument.

Pinkie Pie was busy staring off into the trees to notice her friends. "Awww! Look at all the cute puppies! I think they want to play, guys! C'mon can we play with them? Please, pretty please?" Pinkie Pie slid to her knees in front of Twilight and Applejack, but they ignored her and continued they're bickering.

"Oh is that all ya care about? Pleasing Miss Celestia! What about us? Yer real friends? The ones who need ya now?" Applejack was clearly angry, and was yelling at Twilight who was holding her ground.

"Oh so now you want this eternal night? Oh okay! I see how it is. Why don't you go back to your farm and buck some apples. Good luck! 'Cause you're not going to be able to see anything in the dark!" Applejack was taken aback by her friends downright insult.

"Why ya little brat!" Applejack pushed down Twilight to the ground and her face met the wet ground. Twilight was no less than shocked, but she stood up and met a set of very sharp teeth.

"Oh, I'm sorry Rarity that I'm trying to actually help my friends here!" Rainbow Dash was now arguing with Rarity. "At least I'm trying to help, look at you! All you care about is not getting dirty. Hello! We are trying to save the world here!"

"Well, excuse me for trying to be lady-like. At least I try to look beautiful, but as for you, dear, Rainbow Dash, I've seen so many a mare much better acting and...cleaner than you." Rarity was getting on Rainbow's nerves really hard. All in all, this was just not a good situation.

Fluttershy trembled behind Rarity, as she was the only one who really knew what was going on, besides Pinkie, but she didn't really count in this situation. Pinkie was still jumping around being herself and smiling at all the 'puppies' that were showing up. Twilight had a front row seat to the action, as she was staring at the main attraction.

The sudden howls of the wolves finally broke their arguments and made them really have a look around them. Wolves were emerging from the trees in front of them, and they looked mad. A couple of them had small animals in their mouth, chewing on their bloody remains, but all the while, they're yellow eyes held the ponies in sight.

Twilight stood up and backed away as fast as she could, her face full of dirt, blood, and fear. She turned her head and did a quick count of the wolves, there had to be at least a dozen of them. And all of them looked ready to kill. The wolf in front of her growled and stepped closer, teeth snapping shut in a hasty attempt to taste pony flesh.

Twilight recovered and hastily used her magic to defend herself, she levitated the wolf in front of her and tossed it against the tree. It whelped as it struck the tree, but it in the hasty attempt at magic, it was a weak throw. It growled louder as it got back on its feet, ready to retaliate.

A wolf near the right of the oncoming pack jumped up into the air near Rainbow Dash. She quickly dodged, leaving the wolf to land right on top of a petrified Rarity. The wolf was on top of her and it bared its teeth in her face. Rarity was shaking with fear, unable to react.

Another moment later and the rest of the wolves charged forward.

**_Blood flows down the streets at night where wolves cry out for flesh._**

**_Where a horrible curse taints the woodlands nearby with the forms of the walking dead._**

Rainbow Dash tackled the wolf off of Rarity and wrestled it the ground, smashing her hooves into its face. In no time at all its face was a bloody pulp and it could barely move. She stood up quickly to be met with another deadly wolf.

Twilight was using her magic to toss the wolves against trees and into each other, effectively slowing them down. Applejack was near the front of the group, charging the wolves head on. She collided head first into a wolves side, sending it tumbling into the dark forest.

Another wolf came and caught her lower leg in its jaws, biting down roughly. Applejack yelped at the pain and tried her best to shake him off, only injuring herself more in the process. "Let go of my friend you meanie!" Fluttershy yelled as she back-kicked the wolf's neck, cracking it instantly. Applejack shook off the wolf and thanked Fluttershy.

"Thanks, sugar cube!" Applejack's leg was bleeding with the bites she suffered. She turned and did her best to ignore the pain, she still had to get rid of these other wolves.

Fluttershy looked over the wolf she had just unknowingly killed, "I'm sorry, but you were just being awful," she apologized, a tear forming in her eye. A growl from behind her snapped her out of her thoughts, she turned and spotted two wolves advancing on her. She gasped and started backing away, shaking. "Nice doggies!..." They barked at her and she squeaked in fear.

Rainbow Dash crashed into one of the wolves, sending it barreling into the other one. They were entangled in each other, unable to free themselves for a few valuable moments. Rainbow Dash flew up high and did a free fall sky dive, aimed directly for the wolves' skulls. She connected with her targets, two broken skulls later and massive amounts of blood, and they were done for.

Fluttershy, turned away from the sight, unable to handle the gore. Rainbow was disgusted with herself and she tried her best to clean the blood off her hooves. "Yuck!"

Rarity was backed up against a tree, unwilling to fight, and barely knowing how. She did her best to use her magic and throw sticks and stones, but it was only keeping them at bay at this point. "You horrid creatures, stay away!" She looked around herself, unable to find anything else to throw at the oncoming beasts. The wolves smiled victoriously, she was completely defenseless. They two wolves pounced at once.

Rarity's instinct kicked in and she brightened her horn and extended her magic out past it, effectively 'magically' lengthening her horn. She closed her eyes and bowed her head to the ground, to scared to finish reacting properly. A moment later the wolf yelped and blood splashed against Rarity's face. She opened her eyes to see the wolf impaled on her magic horn. Her eyes went wide at what she had done. A lady! Kill?

The other one stepped back, unsure of what to make of this new turn of events. Pinkie Pie fell from the tree and landed on its back, breaking it instantly. "C'mon puppy! Let's play horsie! It'll be so much fun, we can all play and it'll be great! Hey we can even throw a party in here just invite all your puppy friends it'll be super special awesome! Hey why aren't you moving?" Pinkie Pie was too hyper and oblivious to realize what was going on.

Twilight used her magic to control one of the wolves, pitting it against another to a bloody duel to the death. It was draining, but it would buy her time to rest for a moment. In the carnage, a wolf had knocked her against a tree, she could swear she broke a rib. A slash to the throat ended one of the wolves lives', and now only one remained.

Applejack, Rainbow Dash and Twilight surrounded it. This would be an easy victory. It turned its head madly, trying to decide what to do, the creature was done for at this rate, and it knew that. It looked up to the almighty moon and howled at the moon. Twilight silenced it with a branch through the neck.

The struggle was over and everyone gave a relieved sigh. Fluttershy looked around at the carnage that had ensued in just a few short minutes. She cried silently, but at least her friend were safe, or mostly safe. Twilight was bleeding from her side where she collided with the tree, nothing to serious thankfully. Rarity was caked in blood, as she was too stunned to remove the wolf from her horn for a good minute, letting the blood drip over her. Rainbow Dash, was suffering a few minor scratches and sore hooves, she had battered the wolves to the ground with them, it was understandable. Fluttershy was okay, just shaken up. Pinkie Pie was completely fine, taking almost no part in the fighting, but Applejack had been on the 'front lines', she had suffered the most. Her back leg was bitten and bleeding badly along with a bleeding forehead, where she headbutted some wolves, and her side where a wolf scratched in deep.

"Is every pony okay, now?" Twilight looked over her friends, glad to see them still in one piece. Suddenly the ground under her started moving. "What the-?" A hoof broke the dirt surface and grabbed Twilight's. She screamed and tried to back away, only pulling whatever it was further out. A twisted pony face emerged. It's mouth was half gone and its eyes had long been rotted away. Its flesh was clothes draped around it, loosely hanging.

Twilight desperately shook her hoof free of the abomination and stepped back, along with the other ponies. "Zombie!" Rainbow Dash exclaimed. She looked around her and found more form rising from the ground, some were wolves, others snakes and bats. "What's going on?"

Fluttershy screamed as a creature started to slowly approach her. It was one of the wolves Rarity had just recently slain. Its chest was ripped open, but it walked on unaffected. "We gotta move y'all!" Applejack motioned for her friends to follow her away from the horrid creatures. They did their best to run through the forest, but it seemed wherever the went, more zombies were starting to rise.

**_Unholy inversion of hope twisting the faith of the meek into hate._**

**_Driven insane by the dark one., to bring forth the foul biddings, he speaks._**

**_The undead are among us, at dawn they shrink back to their silken beds._**

**_They dance by night and drink the blood of a child's broken neck._**

Applejack saw a cottage in the middle of a clearing, finding no other hope she ran straight for it. Without question she threw open the door and her fearful friends inside. Applejack shut the door before any of those things could see where they had gone.

The room it seemed was already occupied by one strange zebra. "Zecora!" Twilight was surprised to see her out here in this nightmarish scene of the undead.

"Ahh, Twilight Sparkle you have made it. I have been waiting, so will you please, sit." Zecora pointed to several chairs around a table. The group was confused, but they learned in the past to trust whatever Zecora was saying, especially when she rhymed her words.

"You have come to stop the king of night, I tell you friend you must be ready for a fight." Zecora looked over her friends, seeing they had already done quite a bit of that.

Rainbow Dash spoke up, "Yeah we've already done that, but now there are zombies out there!"She flailed her hooves in a silent scream. "What are we going to do?"

–

After Nocturne's preparations were completed, he decided it was time to spend time with his long lost friend. He stepped back into the castle, using his magic to shut the gate behind him. He walked into the first main room of his new home. It was similar to Celestia's castle actually. The interior design a near mirror of it, save for the color scheme. The color was similar to the exterior, being a dark blue. The only thing that cut the solid color was the black curtains and rugs that lined the hallways.

He climbed the staircase up to the large window that showed the moon in perfect harmony with the forever night sky. Nocturne was staring at the beauty of the moon, entranced by its glow and the starry sky behind it. He was so caught up at looking at the masterpiece he didn't notice Luna step next to him and join him in the sight.

"Its beautiful isn't it?" Luna smiled as Nocturne turned, slightly surprised by her sudden presence.

"O-oh yes," he smiled and blushed at his next thought, it was cliche, but who cares? "But, not as beautiful as you."

Luna giggled at his comment, accompanied by a blush. 'He could be so sweet sometimes' Luna thought. She nuzzled his neck and closed her eyes, happiness is all she felt when she was with him. He was just so perfect for her, and her sister simply could not see it. Sure his ambitions weren't always the best for _every pony, _but his heart and kindness could win over even the darkest queen. She was just happy it was her.

Nocturne smiled at her affection, it was just what he needed after a long day of 'work'. He chuckled at his internal joke. "What's so funny?" Luna asked happily.

"Oh nothing," Nocturne tried to brush off the little joke, but Luna was being a little persistent tonight.

"Oh c'mon, tell me!" She hopped up and down like a little school-filly. Nocturne shook his head slowly.

"You are too cute, you know that?" He said, making Luna blush.

"So? Does that mean you'll tell me?" She stopped bouncing and put on her best smile.

"Well," Nocturne turned his head, but Luna retaliated with her best puppy dog face, Nocturne couldn't help but give in. "Alright, alright! I was just thinking how wonderful it will be ruling all of Equestria in eternal night, with you." Luna smiled, but it soon turned to a slight frown as she thought of her beloved sister., Celestia. She just wanted her to understand. "Is something wrong?" Nocturne asked.

"Oh," Luna turned away and looked at the ground, her favorite place to look whenever she was unsure about something, or worried, or sad. "It's just that... my sister..." She trailed off, losing her words and her thoughts altogether.

"Its okay, my love. Don't worry about her, you have me at least...right?" Nocturne nuzzled her neck and the smile he loved to see returned to her face.

"Yes, and if this is the way it has to be," Luna paused, finding the right words to use. "Then I'll just have to deal with it." They stared into each others eyes for a moment, letting the moment sink in. Then they each leaned in and met halfway, their lips, their source of contact. Everything seemed to melt away, in that one moment.

–

Outside the castle, bats flew around the spires of Nocturne's great castle, his undead army patrolled the forest, searching. They searched for anything living they could eat, making the Everfree forest more dangerous than ever before.

The only things safe from the zombie horde was his army of Manticores and wolves, sent to find the Elements of Harmony. They cared less for their owners, they only wanted what their master wanted. Every passing moment, Nocturne's influence became more and more known.

**_His spires are growing taller still, their shadows spreading throughout the land,_**

**_freeing the evils that sleep within the weaker minds of man._**

–

"My pony friends I can only warn, for I do not wish for you to mourn. This is your only warning, hopefully you will see the morning." Zecora looked over what she had written before and made sure her calculations were accurate.

"**_Into the tower, never go. The horrors multiply. Gears can mince the strongest ones, leaving heroes paralyzed_**." She looked over her friends confused faces and spoke again. "I am sorry if it does not help much, but these are the words you must trust. I can not interpret the words any more, now go for this world you must restore!" The ponies looked at each other, unsure of what to do.

"Well, we can't go out there with those...things," Rarity looked out the window and spotted some of the undead creatures, walking around aimlessly. "They'll kill us!"

"We can't stay 'ere forever, we have to keep movin'," Applejack stated. "Twi, you have any ideas?" All eyes turned to the smartest one of the group, who sat in deep in thought. Her hood was under her chin and she 'hmm'ed softly. She opened her eyes and walked to a nearby bookcase full of Zecora's texts. She search through them and pulled out an odd, old looking book. It was titled 'The Dead and Those Who Seek'. She used her magic and flipped through it, skimming the pages every so often, until she found something that made a sly grin cross her face.

"I think I found the answer we've been looking for." Twilight read the instructions of the spell and cast it on herself. A bright light made every pony cover their eyes for a moment. At first it seemed like nothing even happened.

Fluttershy, quietly asked, "Are you okay?"

"Only one way to find out, Fluttershy," Twilight walked to the door and exited the building, every pony gasped at the sudden action.

"Darling what are you doing?" Rarity tried to stop her friend from leaving, but Twilight had already slammed the door shut. They looked outside in horror as friend walked up to one of the zombified creatures, they fully expected their friend to be ripped to shreds, but to their amazement nothing happened. The zombie acted like Twilight wasn't even there, and as soon as it was apparent that none of the zombies was going to make a move against her, she returned opening the door.

"Twilight! Don't scare us like that again!" Rainbow hugged her friend tightly, causing Twilight to cough in pain. "Oh sorry," Rainbow stepped back from her friend, happy she was pkay.

"Don't worry guys, I wouldn't do something so stupid!" Twilight smiled before growing serious again. "The spell I cast makes us invisible to the those creatures, but according to the book it only lasts one hour. I can cast it on all of you, but we have to be quick about this, okay?" They all nodded in agreement as Twilight cast the spell on each pony.

When she was finished she opened the door wide, "C'mon, we have to move quickly, who knows what other crazy things will happen." She ran out with the other ponies close on her tail. They ran north.

**_The rivers flow with poison, the sands swallow you whole,_**

**_the ghouls that roam this darkened wood are thirsting for your throat._**

Twilight and the group made there way through the forest, safe from the zombie horde. The spell was salvation, as they had nothing to truly worry about. The zombies had thinned out considerably after a while of running. It seemed as if they were fanning out from a center point. Twilight studied their movements and the direction they were going in.

She determined the approximate center point and changed direction slightly. But, the constant running was putting a strain on her and she was forced to slow down and catch her breath. They were all tired out at this point. Twilight looked back at her friends and read their expressions. They just wanted this to all be over as soon as possible.

Most of them were awoken before their usual time, leaving them in an already tired state to begin with, and all this activity was draining them. Applejack was wincing with every hoof step she took. Her leg was still bleeding and the pain was starting to sink in now that her adrenaline was going down.

Pinkie Pie was the only one who seemed to have her energy in check, "Why are we slowing down? Weren't we racing? Applejack I am disappointed in you! You should have totally beaten Twilight, even if she did get 5th place in that one race." Rarity cut off her hyper speed voice.

"Pinkie will you please keep it down? My head is aching, I feel like I'm dying." Rarity rubbed her forehead only to find blood still soaking her face. She shivered at the thought and tried not to think about it.

"What fitting words, Rarity." Twilight joked, looking around at the few undead creatures in the area. A swarm of black caught her attention. "Hey, what's that?" The group looked up as the heard high pitched screeching grow closer.

Fluttershy was the first to identify the large black mass. "Bats!" She yelled. The swarm enveloped them for a moment, blinding all of the ponies. The braced for the injuries, but nothing came but a few light brushes of the bat's wings. It rose back up into the air before flying in a strange formation.

"What in tarnation?" Applejack shouted. The sound of heavy wings flapping was heard over the bats as they spread out an fled the scene.

"What's going on?" Rainbow Dash took it upon herself to fly up for a moment and see what the big fuss was. She looked around before seeing the horror that approached. She flew back down quickly to warn her friends of the impending doom.

"Guys! M-m-m-m," Rainbow Dash found the worst time to start stuttering. She inwardly cursed her luck and tried to catch her tongue.

"What is it Rainbow?" Fluttershy asked concerned.

"Manticores!" Rainbow yelled. The group gasped and looked up at the sky as the first of the beastly creatures came into sight.

"Girls, lets move!" Twilight commanded, leading the group into the forest ahead of them. They needed to get away from them. 'We are so close!' Twilight thought, 'I can almost feel it!'

Applejack's injury was too much for her to handle, even with the now added adrenaline. She just couldn't keep up with the group as much as she wanted to, and she fell behind. One of the three descending Manticores picked her out and landed right in front of her, blocking her out from the rest of the group.

The group turned back to see Applejack cut off. "Go on withou' me. I'll be able to handle myself." Applejack dodged a strike from the scorpion tail, landing awkwardly on her feet. She nearly fell over. A claw swiped her head, but she ducked under the blow.

Rainbow Dash tried to intervene, flying around the foe in an array of color. She started a rainbow cyclone that sent it crashing through some trees, injuring it greatly. "C'mon AJ, lets go!" Applejack rejoined her friends, this time they stayed back with her, protecting their beloved friend.

The two other Manticores were still flying above, closing in at an alarming rate. One fly just above the tree tops and tried to swipe down upon the ponies. They ducked under its strikes while Rainbow Dash flew above it and attacked it from above.

She knocked it out of the sky with a devastating blow to its back, it landed just short of the running ponies. She flew off after her friends, but she knew they couldn't run forever. She found a sharp broken branch and prepared a counter-attack.

The Manticore that had been knocked out of the sky by Rainbow's efforts rejoined its sky partner in the pursuit. With a rage it flew down upon them intent on stamping at least one of the poor ponies to death. Rainbow saw it coming an held her branch tightly aiming it directly for the manticore's throat. She swiftly flew through the air with the branch in her grasp. "Take this!" She shouted her battle cry as she collided with the flying beast.

The branch found its mark and they tumbled out of the sky. Rainbow held her eyes closed right before she hit the ground, but she never did. She opened her eyes and found herself floating a good five feet from the ground. One Twilight Sparkle was responsible for this. Rainbow grinned before breaking free of Twilight's magic to resume the attack on the other manticore.

This one was faster than the others and managed to speed up enough to land in front of the group, causing all of them to slide to a halt. It roared loudly for a good five seconds. Its eyes were dead black and Twilight instantly knew that this manticore wasn't acting upon its own will.

**_Unholy inversion of hope twisting the faith of the meek into hate_**

**_driven insane by the dark one to bring forth the foul biddings he speaks._**

–

Applejack stepped forward ready for a fight, even in her battered condition. Rainbow flew up next to her, ready to back up her friend in any situation. Pinkie Pie stepped up, confusing both Rainbow and Applejack. "Umm, sugar cube... no offense but... I don't see ya as the fightin' type."

"Fighting? I thought were stepping up to play a game." Pinkie Pie widened her eyes, confused and oblivious as ever.

"Game? This isn't a game its a..." Rainbow stopped and got an idea. "Actually Pinkie, it is a game!"

"Huh?" Applejack was confused.

"Oh boy, oh boy! What kind of game!" Pinkie Pie hopped up and down as joyous as she could ever be. Rainbow looked around and found a few good sized stones.

"Well, the object of the game is to throw as many rocks and sticks at that manticore as you can! One with the most wins the game!" Rainbow Dash handed her friend a few stones.

"That sounds like so much fun!" Pinkie Pie started pelting stones and sticks at the manticore, causing it to growl deeply.

"Rainbow Dash, Applejack." Twilight called to her battle ready friends. They turned around and listened intently to what her friend was going to say. "I need you to distract that manticore, but don't hurt him too badly. I have a plan." Rainbow and Applejack looked at each other, shrugged and just went with it.

Rainbow Dash flew above the manticores head and circled it carefully. It tried to swipe at her or sting her with it deadly poisonous tail, but all attempts failed. She was flying just outside his reach, buying Twilight whatever time she needed.

Applejack was underneath the best carefully dodging its kicks and occasional lashes with its claws or tail. She expertly dodged each strike, her body may be hurt, but her reflexes were still tight. Pinkie Pie was happily tossing stones and sticks at the manticore, frustrating it profusely.

Twilight, though was readying her spell, an 'unlock' spell if you must. She learned this before when reading through one of her many books on magic. It'll end all possession or influence of another spell, freeing whomever the victim maybe and letting them again be their normal selves.

She let the spell surround her in all directions as it swept through the area. As it touched the manticore it suddenly stopped its attacking. It swayed as if dizzy before regaining its composure and standing up straight. It looked around confused and simply left the area.

Rainbow Dash and Applejack rejoined the group. "What was that about?" Rainbow asked. Twilight smiled and sighed at her handy work. It had worked perfectly.

"It turn out, they were just being controlled. I rid the spell off of it. He should be free again." Twilight beamed a proud smile. She was able to see straight through the enemy's guise and win with the power of magic.

"Umm, sugar cube. When ya say ya got rid of the spell with your own. Umm... well does it affect us?" Applejack looked around nervously. Twilight was simply confused at her question.

"What do you mean?" She asked.

"Well, 'cause maybe those zombies can see us again." Twilight looked around to see the undead creatures slowly making their way towards them. Her eyes widened in sudden realization. Her spell dispelled her protection spell!

Applejack read Twilight's face, "We should move shouldn't we?" She asked. Twilight nervously nodded. "Well, that settles it." Applejack turned around. "Run!" She bolted past the zombies with her friends right on her tail.

"Our luck!" Rainbow complained.

"Why do they keep looking at us like that?" Fluttershy flew after her friends, her legs had long been tired from the walking and running they had been doing.

"Ugh! More of this?" Rarity was fed up with all this pain and misfortune. "Where's some good luck already?" She dashed behind her friends.

–

**_The undead are among us, at dawn they shrink back to their silken beds._**

**_They dance by night and drink the blood of a child's broken neck._**

–

They ran past the few zombies that surrounded them. Their horrible decayed faces stared blankly as they passed by each of them. Zombified ponies, wolves, bears, deer, and even small animals slowly chased them, just out of their reach. Some groaned as they moved, filling the air with a thick haze of noise.

The trees the group ran by began to thicken, and the few zombies that attempted to give chase disappeared behind the foliage. They slowed down their pace, seeing no danger to run from. "I think we're getting close." Twilight just had a deep feeling.

"Are you sure?" Fluttershy landed and walked on painful legs. She could feel her joints begging for rest, and now her wings were hurting from going so fast for so long.

"I can feel it," Twilight pushed aside some branches and stepped over a fallen tree. Rarity moved the branch away with magic, instead of her hoof. Even in her bloody, tired state, she still did her best to maintain her lady-like demeanor.

"I sure hope so. I've had just about enough of this forest." Rarity said annoyed.

Twilight out from the trees and looked ahead of her, she froze. Her friends bumped into her from behind, causing a small train wreck of ponies. "Hey, what'd you stop for?" Rainbow looked around Twilight and was met with the reason.

Ahead stood a large dark blue castle. "Is... is this it?" she asked. She looked up at the massive, scary looking building.

"Yeah," Twilight gulped. "I think this is it."

–

**_His spires are growing taller still, their shadows spreading throughout the land,_**

**_freeing the evils that sleep within the weaker minds of man._**

**A/N: That was one hell of a chapter to write, I really hope you enjoyed it! I really enjoyed writing it :]. Please send me some of those beautiful reviews that keep us authors alive. I'd really love your opinion on this chapter especially, i worked really hard on this for you guys.**


	4. A Twisted Nightmare

**A/N: whats up every pony! Oh my god i finally found the time to finish chapter 4... don't worry, i nver left or gave up working on it. Its just im in college and my midterms were coming up, i had no time at all to work on this! But thankfully i have one more to go and it should be easy, its just math. Well i didnt get the amount of reviews i wanted for last chapter, i never asked for much just two wouldve been fine, but im ok with this. Well, i very much enjoyed writing this next chapter, you may not like me much after this, its pretty brutal i think, but its for the story... so read on!**

**WARNING: This story was upped to M Rating for a reason!**

Twilight stepped up to the bridge leading to the castle, her friends nervously walked up right behind her. She gulped as she looked at the massive stone walls and gargoyles. She slowly made her way forward onto the bridge. Her steps became mechanical as her mind urged her to move towards the castle as her instincts told her to turn and run.

The rest of the group followed reluctantly, wanting to just end this crazy chase. Applejack checked on her necklace and made sure it was tight. Her element was secure and ready for this. Fluttershy was trying to calm her nerves, thinking of her home and Angel to help.

Rarity was getting excited at the thought of finishing this, all she wanted was to go home and take the longest bath of her life. 'Oh, how magnificent would that be?' She smiled to herself.

Twilight at last reached the great doors of Nocturne's castle, she looked up at the tall doors and saw the middle tower and wondered if that was what Zecora meant, or if she just meant the castle in general. She turned back to her friends for support, were they ready?

Rarity was unusually calm and Rainbow Dash still held an air of victory after defeating those Manticores. Fluttershy looked as nervous as ever, though Twilight wouldn't expect anything more from her. Applejack was looking a little freaked out after the day's...err...night's events, but she would be fine. Pinkie Pie was as always smiling. She was looking at the castle in awe, possibly thinking about hosting a Halloween party there or something.

"Girls, are you ready?" Twilight asked. Applejack, Rarity and Fluttershy nodded. Rainbow and Pinkie were more vocal about their response.

"I am so ready for this fight!" Rainbow imitated a boxer.

"Yes, yes, yes! I am so throwing a party for everyone after we're done! It'll be so great! I'll even invite all of the princesses! It is princesses right? The plural I mean, or is it princessi? Is that a word Twilight? You would know I mean you are just so smart!" You got to love Pinkie's enthusiasm.

"Alright, then. Lets do this!" Twilight turned towards the door and roughly thrust the door open. She charged inside the near pitch black castle without hesitation or thought. Her friends blindly followed her in, a small battle cry of yells echoed through the stone halls.

They stopped as their eyes lost sight of everything in the room. The door shut behind them suddenly, a clicking noise meant it was now locked. Torches were magically lit throughout the room and the six ponies covered their eyes at the sudden ferocity of the light.

The room remained quiet as they opened their eyes to examine the room that had suddenly sparked to life. It was clear who had done the deed. Princess Luna stood atop the stairs looking down at them from a distance. The ponies walked forward fearlessly. They stopped at the foot of the steps and looked up at their possible opponent.

Twilight broke the silence. "Princess Luna, why are you doing this?" She asked with a saddened expression. Luna stared back with a blank expression on her face, slowly shifting to one of thought. She closed her eyes and thought of her life and everything that happened.

"You wouldn't understand Twilight, none of you do. You're all too young to understand love," she thought through her array of spells.

"You can't do this to us Princess! What about your friends, your sister and all of Equestria!" Rainbow had flown in front of Luna. Luna took a step back surprised by the sudden action.

"Equestria? What of Equestria? All they care about is how I was once Nightmare Moon!" Luna shouted at Rainbow Dash, causing her to back up. "Why do you think I never leave the castle anymore? No one wants to talk to me, be friends with me or anything!" Luna was enraged, and her yelling continued to elevate in volume. "All I feel is spite from the entirety of Equestria. I can go nowhere without feeling their eyes burning into me, hating everything I am! You don't understand what its like to be hated by everyone!" A tear came to Luna's eye as she let herself scream.

The ponies were taken aback by the sudden intake of this new knowledge. They looked at each other nervously, did some pony have something to say? They turned back to Luna, who's horn was know glowing brightly. "Now sleep, my little ponies. I don't want to hurt you, but I can't have your elements of harmony getting in the way!" Luna shot a blanket of dark blue aura over them, engulfing them before they could react.

The room started to spin under their new sight. It spun faster and faster until it became a blur of blue and black stone. In another few moments all color faded and everything went black.

Luna smiled at her work, the spell had gone off perfectly. She looked over the six ponies now knocked out in front of her, thinking of what to do with them. She couldn't just leave them there like that. She thought for a moment and called upon one of her servants. Her horn glowed for an instant and two diamond dogs ran down the stairs.

"What is it your majesty?" The dogs bowed their heads in respect to their new ruler. Luna smiled at her two fresh servants. How easy it was to bribe a few of diamond dogs to do her and Nocturne's bidding. She didn't feel bad about it, she was paying them after all. Nocturne wanted to threaten them, but Luna insisted otherwise.

"Take these ponies and throw them into some beds. There should be several rooms through out the castle." The dogs nodded and walked over to the ponies to fulfill their orders. "And make sure they don't escape. That spell should keep them knocked out for a while, but just in case, keep an eye on them."

"Yes, your majesty," the diamond dogs went through some door under the stairs, carrying all six ponies, three each.

Luna sighed and ascended the stairs, her work was done – for now. She had been exploring the castle when Twilight and her friends had entered, she felt their presence from above. Nocturne had gone into the main tower to finalize his plan to completely rule over Equestria - with Luna of course.

Nocturne knew Celestia would have to be defeated first, and the Elements of Harmony had to be removed from the equation as well, with those two components out of play, nothing could stop them. The world will bow to him, and the sun will be no more.

Nocturne thought long and hard about how to deal with Celestia. Would a full on war be necessary? It seemed like too much of a hassle. One kill was necessary for the world to fall into his hooves, he didn't want to to waste time and resources for an army. It would be best for Nocturne to face Celestia in battle; Luna wasn't as strong as him.

Luna opened the door into the tower and looked up the large spiraling staircase. Torches lined the interior of the tower with few small windows and in the middle of the room hung a diamond chandelier. Luna flew up the stairs and onto the highest point in the castle. She walked the last few steps up onto the next floor.

Nocturne was looking out the window deep in thought when she walked in, but it was broken by her hoof steps. He turned to Luna his worried expression instantly changing to a happy one. They walked towards each other and hugged. "I have some news," Luna said.

"What kind of news?"

"The Elements of Harmony have been captured," Nocturne's face turned to shock for a moment before turning into a smile.

"This is great!" Nocturne exclaimed in excitement, the plan was nearly complete. He turned back to the window and looked at the powerful moon. "Now only Celestia is in our way!"

Behind him, Luna shifted uncomfortably. She wanted this to work out as much as Nocturne, but not at the cost of her sister. She still loved her. "Ummm, about that Nocturne..." Luna stepped up next to him.

"Oh, yes. Your sister." Nocturne's expression was serious. "I don't want to hurt her, she's your sister. She's almost like a family member to me."

Luna was a little comforted by his words, but she was still unsure about it. "I don't want anything bad to happen to her."

"I'll make sure to go easy on her when the time comes."

"Thank you, Nocturne." Luna moved in close and nuzzled his neck. Receiving a sigh from the Alicorn.

"How about we go out for a while?" Nocturne suggested.

"Oh, can we?" Luna smiled happily. A chance to get free and relax after the night's events. Nocturne magically opened the window and flew just outside the window.

"Shall we?" Luna jumped out and joined her coltfriend to enjoy a night out alone.

–

They flew through the night, chasing each other in games of tag all the way. They stuck only to the bounds of the Everfree Forest, in case Celestia commanded squads of soldiers to scout the bounds of the forest. They enjoyed the night like no one else could, or would.

They stopped for a break from the flying fun in a nice open field that oddly broke the canopy of forest. They lay next to each other and looked up at the beautiful night sky.

For a while nothing was said, but then Nocturne got an idea. He carefully used his magic and began to re-arrange the stars right before Luna's eyes. He from the pattern of a pony, building on to it a horn and wings. With a few more bits of detail he had built a Luna in the sky. Luna giggled at his creation and soon started work on her own.

Her design started to take form into a pony, but slightly larger than the one Nocturne made. He smiled knowingly. Luna crafted a horn on its head wings shaped like a bats. Luna faced the star-Nocturne at her coltfriend's, completing the image. Nocturne just had to add the finishing touches, a heart shape between the two sky Alicorns.

They look on at their creation, a smile on each of their faces. This moment seemed so infinite and it reminded Luna of their times over a thousand years ago. She missed those days, and they were soon to come back. It brought a tear to her eye, knowing that she'll be happy again.

She turned and kissed Nocturne on the cheek, a silent thank you for saving her from her lonely life. Nocturne turned slightly surprised at the action, he had nearly fallen asleep! They met eyes for but a moment before their lips came together for a soft passionate kiss.

They closed their eyes as they melted into each other. Each could feel the others presence so perfectly and completely. They finally broke the kiss for a breath. They smiled as they panted, their cheeks flushed red, even through their dark coats. "Luna, shall we return to the castle?"

"Yeah," she responded, taking a second to regain her breath. "Let's go back." The two stood up on shaky legs and stretched their wings out after lying on the ground for so long. They took to the skies and flew to their home.

Immediately, they entered their bedroom and fell into the warm sheets after their little date.

–

Twilight and her friends burst into the bed chambers of Nocturne and Luna, each of their Elements of Harmony ready to go. "Girls! Formation!" Her five friends formed up and with a spark of magic Twilight's crown began to glow, soon her eyes did as well.

Nocturne, awoke with a start, along with Luna, whose eyes widened in fear. Nocturne attempted to fire a spell, but it was already too late. The sphere of magic that encased the mane six was too much to shatter. Nocturne attempted to escape via the window, but it was again far too late. Twilight fired the magic and Nocturne turned to stone mid-air, his body still moving. His stone body launched out the window and down into the abyssal canyon.

"No!" Luna chased after her stone lover, tears falling freely from her eyes, quickly dampening her cheeks. Twilight beamed happily as the force of magic coming form the elements ceased.

"Yeah we did it!" Pinkie Pie raised her hooves in the air in triumph.

"Oh, yeah! No pony can stop the Elements of Harmony!" Rainbow Dash flew around the room shouting in victory.

"But, what about Luna?" Fluttershy asked. Twilight turned her head to the window, fully expecting Luna to return at any second. But, she didn't. Twilight frowned and walked over to the window, 'maybe she's just hanging around outside?' She looked down into the abyss of the canyon below, to see nothing. The night didn't allow sight beyond a few yards.

"Princess Luna?" Twilight asked to the night air. She felt her heart drop as she looked all around searching for the pony. A sudden hissing sound suddenly snapped her attention upwards towards the moon. It had started descending quickly and with it, the sun was beginning to rise. The horizon became an orange color, then a yellow, then a blinding white.

Twilight and the others had to turn away from the window for a moment, and let their eyes adjust. A smile broke each one of their faces as they stared at the horizon. They were all filled with relief. Twilight used the new light and looked around again for Luna. She found her. At the bottom of the canyon.

She gasped at the sight far below her. Luna had attempted to catch Nocturne's falling body, but had failed, leaving her crushed underneath him. Twilight turned away at the sight of red, a tear coming to her eye.

She backed away from the window and fell to her knees. The rest of them were too busy being happy at the rising sun that they had failed to look down as Twilight did. Fluttershy gasped and nearly threw up at the horrific scene below. Rarity backed away and tried to comfort Twilight, but she was to distraught herself to make a single word.

Rainbow Dash was in complete shock, she simply could not believe the sight before her. Her eyes were locked to the two Alicorns, her mouth was agape, but her mind would not accept what her eyes were telling it. Pinkie Pie's hair flattened out and for the first time since this all started she frowned. How could this happen?

Applejack turned away and began pacing the room, shaking her head side to side. She mumbled to herself over and over, "No, no, no! This here is a dream! It can't be real!" She silently wished to wake up and find everything okay again, she turned her head trying to find something that would make this reality a lie, but she could find none.

Twilight was still lost in her own head, thinking of everything. Thinking of everything she could have done to stop her, how a simple spell could've prevented this. She paced the room and cried silently, hoping to find a solution an end to this.

Rainbow Dash's sight was finally averted by the sight of another Alicorn in the sky, Princess Celestia. She watched absentmindedly as she flew down to the window and hovered right in front of her. "I see you six have completed your...task?" Rainbow Dash, just stared on into the nothingness, barely hearing a single word the princess said.

Celestia looked into the room and spotted all of the distraught ponies, some crying, others pacing and she asked, "What is going on here?" They all just turned with a gasp to meet their now only princess. No pony said anything. Rainbow Dash, tapped on Celestia and pointed her hoof downwards toward the death.

Celestia eyes went wide at the sight, but they quickly returned to their normal appearance. She closed her eyes for a moment before speaking. "What have you done?" Her tone had deepened and lost all sense of caring that it usually held.

Twilight spoke up, her voice cracking with sadness, "Princess Celestia! It was...an accident! She fell trying to-"

"Quiet!" Celestia shouted abruptly. "I don't want to hear another word from my failure of a student!" Celestia landed in the bedroom and flared her wings out, blocking the window.

"But, Celestia! It wasn' her fault, none of us could've stopped what happen'." Applejack defended her friend, who was now crying into her hooves.

"Applejack, the element of honesty. You couldn't lie if you tried, could you?" Celestia's voice was whispered, taunting Applejack.

"Well, I guess...not." Applejack wasn't sure how to take her question.

"Then would a simple binding spell not have saved the life of my sister?" Her voice grew louder at every word she spoke. "Would she not be alive now!"

"Well," Applejack was looking at the ground unable to deny the truth. "Yes."

"I hear-by banish the lot of you!" Celestia's horn glowed and all of the elements of harmony levitated towards Celestia. "You won't be needing these now." She flew out the window, the elements following her out.

Pinkie Pie ran behind the Princess, having one last thing to say. "What has gotten into you Princess? This isn't like you!" Celestia hovered and turned around, glaring darkly at Pinkie.

"Death."

"We're sorry! We didn't mean to... It wasn't our..." Pinkie was fighting for the right words to say to save them from this quickly falling situation.

"I sentence you all to Death." Celestia's horn glowed and Pinkie Pie was thrust back into the room. The window immediately shut and turned to stone, along with the other windows in the room. Everything became dark as all light was shut out from the room.

"What's happening!" Rarity activated her magic and created a source of light. Twilight didn't. "Twilight, deary turn on a source of light! We need to see to get out of here." Rarity shone her light onto the pony. Twilight looked defeated and dead. Her eyes seemed to fall back into her head, and she made no noise or moved an inch to help any pony. "Twilight?"

"You heard the princess." Twilight looked at her hooves. "Death." The ground began to shake and it quickly turned to liquid below their hooves.

"What the hay?" Applejack's hooves were frozen fast to the ground, and she was unable to move. It was like quicksand, sucking her down into the ground. "Wasn' this a stone floor?" Soon her neck was the only thing above the floor. The same was happening to every pony. They shrieked as the floor swallowed them whole, fear building. Twilight had already gone under, and when Rarity went, the light was gone.

–

**WARNING: Reader disgression is advised. The following contains intense violence. You have been thoroughly warned.**

They sank for what seemed like just a few feet, before finally falling down onto more hard stone floor. Rarity cast her light around the area, illuminating the room and the horrors within. The room was full of torture devices, chains, and all manner of sharpened weapons. "Where... are... we?" Fluttershy squeaked taking in the sight.

"Ah don' think we wan' ta know." Applejack, tested the ground, and upon finding it stable walked around the room to look for some sort of exit. "'Ey! A doorway!" She bounded across the room with a grin, but was stopped when something caught her hoof. She face planted and looked behind her to see what happened. A cuff was around her hoof and it was attached to a chain. "What the-?" Another cuff sprang from the wall and cuffed her other hoof. "No!"

She tried to escape but it was futile. The chains were strong and began to pull her back. "Applejack!" Rarity directed her magic on the chain, attempting to break it. A sudden smack to the face ruined her focus and rope grabbed onto all four of her legs at once. In no time she was suspended by the hooves from the ceiling. "Let go of me this instant!" She shouted at no pony in particular.

"Hey, get off my friend!" Rainbow Dash flew towards the binding rope but before she could make it, a cuff caught her fore hoof. Her momentum kept her going and she dislocated her front hoof as she was whipped around the room and smacked against the wall. She was too dazed and stunned to attempt to struggle as more cuffs snagged her. She was dragged onto a table with her hooves outstretched.

Fluttershy joined Applejack against the wall, and Twilight made no effort when the chains came to snag her up as well. They dragged her into a coffin where spikes lined the inside of it, an Iron (Maiden) Pony.

Pinkie Pie jumped above the ropes and chains, finding it almost a game to avoid the deadly traps that had captured her friends. She laughed as she avoided a cuff made specifically for her neck. She was finally snagged with a cuff and brought onto a table, struggling all the way.

For a moment everything was still and okay. Twilight stood just inside the Iron Pony, a mere inch away from the sharpened spikes. "What...?" Applejack tried to come up with something to say, but nothing seemed to make sense for the briefest moment.

It began.

The Iron Pony suddenly shut itself, imprisoning Twilight Sparkle to her doom. "TWILIGHT!" Fluttershy shouted. Tears came fresh to her eyes, and her jaw quivered in terror. Blood ran from the bottom of the Iron Pony.

"NO!" Rainbow Dash tried to free herself as knives began hovering off the wall, slowly making their way towards her. "Please, stop this! Oh Celestia, what have we done?" The knives floated around her, each turning downwards towards Rainbow Dash. Her eyes were wide with fear at what was about to happen. Then the first knife struck.

It hit her abdomen, going in about four painful inches. It was an intense pain, and she lost her breath in that instant. She could barely breathe, it had hit her diaphragm. She struggled through coughs to breath, but with the second knife lodging itself next to the first, it was difficult. She let out the weakest scream as the knives began to work on her body. Carefully, the others sliced away, cutting barely a quarter inch into her, not enough to kill, but enough to cause agonizing pain.

Fluttershy was crying with her eyes shut, she kept telling herself it was a nightmare, and none of this was true. It was all a lie! She dared a peek into the room, now lit by torches on the wall. She didn't know when they were lit, nor did she care, all she cared about was the spiked mace now floating towards her.

She gasped as it swung at her face, it connected with bone shattering results. The spikes dug into her face and ripped flesh from bone. Her jaw was broken and her eye had been sliced. She was so stunned that she didn't feel the pain for a moment, it was all a lie. Nothing was real. Then it struck again, this time shattering her kneecap and bending her leg back disgustingly. She screamed as the bloody beating continued.

Rarity was trying her best to use her magic to free herself, but she couldn't concentrate enough to launch a single spell. Her hope deflated when the spiked whip was brought back. It lashed at her hanging form, the initial pain wasn't so bad, it wrapped around her mid-section, its when it was dragged was it truly painful.

The spikes on the whip dug into her stomach and back at the same time, her skin and flesh underneath being stripped as the spikes went around her body. She screamed and attempted to break free, only to have the spikes go in deeper.

Applejack was next on the torture list, she was surrounded by razor sharp floating needles. She stared at the hundreds of the floating pain sticks before her. The color had drained from her face and her eyes were wide, a thick layer of sweat was all over her body. The anticipation of the pain was almost enough to kill her it seemed.

Fifty of them shot forward and embedded themselves into her skin, she winced in pain, before they retreated back out, all turned red. Fifty tiny holes were all over her body, some had caused little damage, but some had struck organs and there was definite pain. Then they launched again, fifty different ones, and again they retreated. The pain doubled, then tripled when the next set came in, then the fourth. She was screaming as the needles were being driven deeper and deeper with every new round of needles.

The holes started joining together to form bigger ones, her skin was beginning to fall off and her flesh underneath was beginning to show.

Pinkie Pie was last to begin her from of torture, from above serrated blades came down suspended on metal poles, there were dozens of them of varying sizes. They began to tick like a clock, like a pendulum. There serrated edges danced above Pinkie's body the lowest blades were near her feet and arms the highest was aimed towards her neck. They intended to make the pain last until the head was severed.

The first saw cut her ankle, barely a quarter inch in, then the next pass it went an inch deeper, and then another. Pinkie tried to free herself from the cuffs that held her down, but a new one sprung around her stomach, holding her down tight. The next pass came and it cut into her bone, a horrifying grinding noise vibrated her legs and she gritted her teeth. The next saw blades contacted her wrists, and in a few passes separated them.

Her wounds were more extreme than her friends, limbs were being severed, and the blood pooled on the floor beneath the table, the screams from the five an echoing chorus of torture and misery. Music to the ears of the reaper.

The man six were to be dead soon.

–

…

…

…

Back at Canterlot Castle, the Princess was still resting from the shot Nocturne had dealt to her chest. It was much better now, but it still hurt to breathe, eat or drink. She paced her office and looked towards the blank parchment on her desk. Her guards were standing close by, making sure their ruler was okay at all times.

She had spoken to her advisers a few hours ago, all had suggested a full scale attack on the Everfree Forest. Celestia didn't want it to come to that. She wanted for a peaceful end to this struggle, so that everyone could be happy, including her sister that she loved so dearly. She had one chance: a letter.

"But, what can I write?" Celestia asked herself. She looked out towards the moon, shining brightly in the night sky. "What can I say to bring you back to me, Luna?" An idea struck her. She immediately went to her desk an began writing it down. She would bring her sister home again and end this night!

**A/N: Well what do you guys think so far? :D And no, this isn't over yet, we still have one more chapter left an possibly an epilogue, depedning on the exact end to this story... Opinions?**


	5. Nocturnal

**A/N: Well its been about a month since i posted the next chapter and i apologize. I had a LOT of college work to do and I've been trying to find the time to work on the 'last' chapter for a long time. I've managed to finish it, it was long. Again a new record at 8k words for the chapter, I really hope you enjoy it tho since i Havent gotten a single review from you guys since chapter 3. **

**I use The Black Dahlia Murder way too much in this story... oh well it was my main inspiration for writing this.**

**Artist: The Black Dahlia Murder**

**Album: Nocturnal**

**Song: Nocturnal**

Celestia wrote down the letter quickly using her brightly shining horn for light. She read over the letter quickly before sending it off in a puff of green smoke. She followed it out the window as it flew towards its destination. "Luna, please choose wisely." Celestia stared off into the distance as the green smoke shrunk into the night.

–

The blood drenched the floor and tables. Bones could be seen in this gore-filled mess that was once Equestria's finest ponies. All lights were out, figuratively and literally. They lay in their guts and blood unaware of what was happening in the outside world. The first to realize the situation though, was the smartest of the group, Twilight Sparkle.

She opened up the Iron Pony she was in with a flick of her horn. It flew open and she stepped out to see the disgusting mess that was her friends. If only they had read the signs, she sighed as she ignited the torches in the room once again. "Girls!"

Rainbow Dash was the first to awaken from the sudden yell and the bright lights that now surrounded them. "Huh, what?" She was confused for a moment before the pain settled in and she nearly choked on the flood of it. She screamed as she looked at Twilight, who was a mess of blood and holes. Her eye had been gouged out by a spike. The scene was so horrifying that she nearly threw up.

"Rainbow Dash! Calm down! Its all fake!" The other ponies had awoken to their torment once again, but at the utterance of Twilight's words they suppressed their screams.

"What do ya mean fake?" Applejack asked. Her body had been stripped clean of skin, and her internal organs showed through the holes. Twilight winced and looked at away. "Well, does anypony remember exactly what happened before we barged into Luna and Nocturne's room?"

"Well, not exactly..." Pinkie Pie was trying to think, but the fact that she was missing most of her arms and legs was distracting her greatly. She tried to move her hoof, and surprisingly it worked. "What?"

"I don't recall exactly what happened... before that I remember Luna casting a spell on us...?" Rarity was trying to think back and put the pieces together, but something wasn't fitting together right.

"That's exactly the point, everypony. Luna did cast a spell on us," She twirled around and her horn glowed. "And this," Her horn fired a beam of brilliant light that spread against the wall, dissolving it instantly. "IS JUST _A TWISTED NIGHTMARE!" _She twirled around the room once more and the castle around them vanished.

They plopped down onto the ground, their bodies intact. They looked down themselves and smiled. "Ha! I still got all my hooves!" Pinkie Pie jumped up and down, the smile returning to her face.

"Oh, yeah! I'm back to flying free!" Rainbow Dash took off into the skies flying as fast as she could, doing a victory lap around her friends. Fluttershy silently cheered as she felt her face was full and complete and her legs weren't broken.

Rarity was kissing the ground thanking everything she could possibly think of in her string of words. She was poking her stomach over and over again, making sure it was really there and this wasn't her losing her mind inside that torturous dungeon.

Applejack sighed in relief and sat on the ground relieved all this trouble was finally over. It was over right?

"Girls, this is no time to be celebrating. We're not out of the woods yet." Twilight Sparkle looked up to still shining sun, it shouldn't be there. They hadn't defeated Nocturne yet. "We are still under Luna's spell."

"Darling, didn't you just break it?" Rarity smile was slowly falling off her face.

"No, I just moved us from that dungeon. This is a level of magic I just can't comprehend." Twilight sat down and tried to think of something to free them from Luna's spell. "Usually just knowing you're under a spell is enough to break it. But, this is spell came from one of the Princesses, it won't be so easy."

"Well, we must be able to do something... right, Twilight?" Pinkie Pie was busy trying to pick up gigantic boulders, and to her amusement, she was able to do so without a problem. She threw them into the forest and cheered as it crashed through trees and smashed them to oblivion.

"Hey, let me try that!" Rainbow Dash walked up next to a tree, and with some effort uprooted it. "This is so cool!" She swung it another tree and broke it down.

"Twi, why are they able to do all that stuff?" Applejack was staring as her two friends began a duel with trees.

"Normally, I'd just answer with 'Pinkie Pie' but my guess is... well... none of this is real, we can sorta do what we want in this imaginary land." Twilight stuck her off into the ground and pulled out an apple, and started munching on it. "See?"

"Hmm, makes just as much sense as any of this I suppose." Applejack put on a pair of sunglasses and opened up her chair and laid back as she watched her friends duel it out. "I could get used to this." She opened up her bag of popcorn and threw a couple into her mouth.

–

The night held strong as the hours passed, heroic ponies had become aware of what was occurring, and dared to enter the now even more dangerous Everfree forest. When wind reached Celestia, she sent her army to guard the edges of the forest, telling any pony who dare come close to turn around and return home. Already some ponies had entered, and never returned.

Celestia's letter had at least made it into Luna's castle in one piece, and just before the awoke from their night of 'fun'. Luna awoke first from the beautiful slumber feeling refreshed after the night's events. She giggled as she recalled everything they had done, and blushed at some of the other memories. She stood up from the messy bed and looked around the room, spotting the a single parchment on the ground.

She lifted it up with her magic and revealed the message inside:

Dear Luna,

I must ask you to come back to Canterlot and leave Nocturne! There is simply no other way this can be done, I can't have something similar to a thousand years ago happen again. You know the world needs the sun, it can not alone survive on night. Please sister, leave Nocturne and come back to where you belong! You must understand that this is for the best of Equestria, and your selfish ways are helping nopony.

With Best Regards,

Celestia.

Luna dropped the letter onto the floor and stomped on it again and again until it was a crumpled ripped up mess. The stomping woke up Nocturne. "What's going on, Luna?" He looked towards the floor and spotted the crushed parchment. "What was that? A letter?"

"Not anymore." She walked out of the room angry. Nocturne tried to follow her, but Luna slammed the door before he could reach her, signaling for him to not follow. He sighed and stayed away, for now.

She paced the room angrily thinking over the message her sister had sent. 'She just doesn't understand! The pain of separation, loneliness, insane thoughts coursing through your head.' She growled in frustration as tears sprung to her eyes, but she brushed them off before they could fall.

How could she hold back such feelings of anger! She needed to do something, anything to get her mind back to normal. She marched down the stairs, nearly breaking the stone they were made of as she stomped down them. Her mind was in disarray.

–

Twilight snapped awake at the sudden break of the spell, bolting up in the bed she had been thrown in. She looked around the darkness before using her horn to bring light to her surroundings. She heard heavy breathing to her left and snapped her head ready to fire a spell. She found the source of the noise to be a sleeping diamond dog resting on a chair.

She calmed down and examined the room she had been left in. The walls were lined with bookshelves and a chair stood next to a small table with an unlit candle on it. The floor had red carpeting and the bed she was in was a four poster bed with red sheets and red curtains. She got up and went through the door to look for every pony.

But by that time, they had all already awoken, finding their own way into the hallway. "Is it over?" Fluttershy asked.

"I think so, the spell must have worn off by now," Twilight checked the every pony was here. "Lets keep it quiet," she whispered. "Lets see if we can find out where Luna and Nocturne are and end this." She tip-toed down the hallway towards the only possible door that could lead out of this place.

The rest of the group followed, Pinkie Pie bouncing after them quietly. Twilight carefully pushed open the door and peered out into the dimly lit foyer. Seeing the coast was clear, she pushed the door open all the way and stepped in.

The group ascended the stairs with caution, knowing that Luna and Nocturne could be anywhere ahead. The stairs split to the right and left at the top, "Twi, do ya think we should split?" Applejack suggested.

"Well, we would cover more ground," Twilight thought for a moment. "Okay, Applejack take Fluttershy and Pinkie Pie and take the right. I'll take Rainbow Dash and Rarity left." The designated ponies took their routes and crept further into the castle.

–

Luna continued to descend the stairs, wishing for something she could do to get rid of this feeling of anger. She kicked open the door, breaking it off its hinges and making it crash against the wall opposite the doorway. She continued without hesitation downwards towards the foyer, when she remembered her captives. The spell should be wearing off soon, she needed to either place another one on them or throw them in the dungeon this time. She liked the latter idea a lot more at this point.

–

Twilight stopped as soon as she heard the crash from up ahead. Her eyes went wide as she the shadow of Luna against the wall. Quickly she looked around and found a cabinet just big enough for a pony or two, and activated her magic without another thought. She teleported herself and her two pony friends inside the cabinet. It was one hell of a tight fit, but it would work for the situation.

Twilight, Rarity and Rainbow Dash peeked through the tiny crack of the cabinet doors and spotted Luna walk by. Thankfully she didn't notice them, she seemed too lost in her thoughts. When she walked by, they stumbled out of the cabinet.

"Nice job, Twi." Rainbow Dash complimented. Twilight responded with a smile before continuing through the castle.

They found the door that Luna had smashed along with the rest of the group waiting by it. "Ya guys okay?" Applejack asked. "We heard the crash a lil while ago. We thought somethin' might've happened to yall."

"We're alright." Rarity responded. "Twilight here saved us with her magic. She hid us as Luna walked by."

"Luna was there?"

"Yeah, but she went back downstairs."

"Anyway," Twilight walked through the door and stared up at the ascending staircase. "We should get moving. I bet anything Nocturne is up there."

Fluttershy was still worried about what Zecora said, "But didn't Zecora warn us against going into the tower'?"

"Yeah, but what other choice do we have?" Twilight charged in an ascended the stairs without another thought. Her friends followed in a run. The staircase was long, and the tower was high, in no time they slowed down as their legs got tired.

–

Luna descended the stairs and turned to the doors where her diamond dogs had gone through to stash the bodies of the Elements of Harmony. Luna pushed open the door and looked down the dark hallway, seeing many open doors.

She peered in and spotted her servant sleeping on a chair. She angrily kicked the chair over sending her servant tumbling to the ground.

"That hurt, your majesty! What was that for?" The diamond dog rubbed his head and looked up at his angry master, and gulped. She was clearly mad.

"Give me one good reason not to send you to the dungeon! Sleeping on the job... And where are the ponies?" She looked around the room just in case she missed a pony shivering in fear in the corner of the room.

"Why, your majesty, they're right here," he pointed towards the bed where he had laid one of the ponies just a few hours ago. His ears dropped as he saw the empty bed.

"Of course they are..." Luna magically lifted the diamond dog and smashed him against the wall roughly. "Get out of my sight." She stormed off to find the rest of the room devoid.

–

The mane six finally reached the top of the stairs and quietly tipped toed to the door that led to Nocturne's bed chamber. They did their absolute best to keep quiet, but of course, some pony was bound to ruin that.

Fluttershy bumped into a table which held a very beautiful looking vase causing it tip over and fall helplessly towards the stone floor. Every pony gasped as time seemed to slow down for but a moment. Rainbow Dash acted quickly and flew to catch it just before it hit the ground.

She caught it thankfully and replaced it back on the table before anything else happened. "That was close," Rainbow sighed.

"Oh... I'm so sorry... I didn't mean to..." Fluttershy quieted herself before she could finish her own sentence.

"Oh, don't be sad I can just make another one if that ever broke." Nocturne pushed open the door and stared down at the small six mortal ponies.

"Every pony, get into formation!" Twilight called to her friends as they all jumped right next to her.

Nocturne, though, was fast to react and fired a spell at the ground at Twilight's feet, blasting her and her friends across the room. "Don't try to use those pesky toys on me." Nocturne magically held Applejack's necklace and ripped it off.

"Oh, hay no you won't!" Applejack snagged it in midair and attempted to pull it back.

"Let go you worm!" Nocturne tried to shake her off the necklace, but she held a tight grip on the precious accessory. Rainbow Dash recovered from hitting the wall and charged her foe. With Nocturne distracted enough, he couldn't see her coming until it was too late. She kicked him full force and knocked him back several feet.

Nocturne lost his grip on his magic and Applejack was freed, returning her necklace to its proper place. Nocturne fired a huge blast of magical energy in retaliation to Rainbow's devastating kick. Rainbow Dash gasped and swiftly moved out of the way from the destructive magic.

It continued on its path unhindered and blew apart the walls of the tower. The cool night air rushing in and blowing out all the lit candles in torches in the room.

Twilight was ready for a fight as she charged up her own magical energy. Applejack was already on the move and full force charging Nocturne, which probably wasn't the best idea.

Nocturne lowered his horn and charged at the approaching Applejack. Applejack saw his point and veered to the left to avoid a stabbing. She lowered her back leg just in time to catch Nocturne's as she passed. He tripped and tumbled to the floor.

Twilight took the obvious chance and fired her magic bolt and smiled as it made full contact with Nocturne. He roared as the magic burned part of his coat, his eyes widened with pain.

Rarity decided that she couldn't let her friends have all the fun. Besides, she needed to repay this bastard for ruining her beautiful coat and mane! She tried to do what she did back in the forest. She focused whatever magic she could into her horn and grinned when the desired affect was achieved.

"I do believe, I owe you something, too." Rarity ran forward, her now sharp and deadly horn lowered and aimed directly for Nocturne's chest. Just as she neared her foe, she was blast away by a flick of Nocturne's horn.

He stood up again as a magical aura flowed around his chest and healed his wound. In just a few moments it was as if he was never even hurt. "You think you can so easily take down an Alicorn? How pathetic you are to believe that. You have seen nothing yet."

Luna ran into the room from behind the hero ponies enraged as ever. "Oh, you ponies have really gotten on my last nerve!" She looked at the closest pony, Fluttershy, and caught her in a sphere of magic. Twilight, who was the second closest responded to Fluttershy's screams.

She charged Luna and tackled her back. "Princess! Stop this nonsense! This isn't you, you don't want nighttime eternal anymore, remember? Nightmare Moon is gone!" Luna pushed her back with her hooves.

"That's what you think," Luna blasted her back with some magic. Twilight landed on her butt and slid back a few yards.

**Between the lines of dead language tongues,**

**Before the dawn our hearts they shall hunt.**

–

Nocturne smiled as the tables were turned for the better. "This should make everything go quicker. And now to get rid of you annoying pests!" He fired another magic bolt towards Rarity, who still dazed by his last attack. She gasped as her horn lit up on its own and deflected the magic blast at the last second.

Rarity found a desk close by and levitated it. She threw it at Nocturne as Rainbow Dash flew in for another strike. Rainbow distracted Nocturne enough for the desk to make impact on his head. His vision blurred for a second at the sudden thing. It only got him angrier that he let himself be hit once again.

He forced a magic shield around him and blasted it outward, sending everypony in the room (minus Luna) barreling into the walls. He lowered his horn and charged across the room to his new target, one yellow Pegasus.

He found his target easily, stabbing his horn down into her shoulder. She screamed as the blood began to flow from the deep wound. Her eyes looked at the wound in horror, memories of the torture chamber came flooding back and she fell into shock immediately. Her body trembled and her face went white. The sight of deadly wound pleased Nocturne, giving him a twisted grin on his face.

**The smell of blood excites the nostrils at first cut.**

**The sanguinary worship of**

–

"Fluttershy, no!" Twilight looked on in horror as her kindest, shyest friend was brutality wounded. A tear came to her eye as the rage went to her head. It escalated into her horn and she found herself charging full speed the next second. She fired a blinding light ahead of her, making even Twilight shut eyes against the burn.

The next second she found herself slamming into the Alicorn, embedding her horn into his side. Nocturne held his eye shut from the burning light and tried to back away from the intense pain on his side.

He freed himself from Twilight's horn covering the wound with his hoof in an attempt to slow the bleeding. He began work on repairing it as fast as he could, while casting a teleportation spell on himself, transporting him to the rooftop to buy himself a few precious seconds.

Twilight trotted over towards Fluttershy, her entire body was shaking. "Its going to be alright Fluttershy I can help you," Twilight placed her horn at the wound and concentrated her magic on repairing the damage. Fluttershy made no movement or sound, she was silently crying, her mind was a mess of thoughts she herself could not sort through.

**Red spraying punctures a sight so divine.**  
><strong>Clutching her carcass, a face frozen in time.<strong>

–

Luna took a step forward about to announce her presence once again when something bright caught her eyes. She looked through the broken part of the castle and looked towards the horizon, as did everypony else. The sun was beginning to come up.

"What?" Luna looked upon the horizon for a few moments, thinking about her sister back home in Canterlot. The memories of her came flooding back.

How she was ignored. Celestia seemed to always be busy with something, unless there was something of official business that was directly related to her. She always tried to speak up at the meetings that were held, she was a princess of course and she had the royal duty of attending every single one. But even then, no pony listened to her or her ideas were put down and in some cases insulted, and no pony said a word in her defense.

How she was hated. The only time she went to Ponyville for a small visit, she was shunned and spit on even. She couldn't even buy an apple at the local apple stand. She could just remember the old pony throwing a rotten core at her and telling her to leave her grandfilly alone. Not even her own royal guards would speak a word to her. She always tried to have even a simple conversation with them, but none would have it. They didn't say anything against her, but the looks they would give her sometime, she could just see the hate.

Twilight and Applejack carefully brought Fluttershy over to the bed and laid her down. She was sweating and her eyes remained wide in shock. "Twi, will she be alright?"

"I don't know," She looked down at her friend sniffling. "I hope so." She wrapped Fluttershy's wound with some of the bedsheets. Twilight felt horrible, she could do nothing in helping her friend. She had never practiced the spells necessary to do so.

**A distorted dialect for the draining of veins**

**To the flooding of bedsheets with sick crimson rain.**

–

Luna was still remembering. Remembering what they said about her. She could hear their voices through the walls of her silent room. They wished her gone; back tot he moon even. They didn't think she deserved to live in Canterlot after what she had done, and even attempted to do again. She cried herself to sleep on some of those nights.

And then to top it all off, the loneliness she suffered through day after day. No one would talk to her, no one was there for her. Even her sister was too busy to give her a few bits of her time. But, that was all over now. She had made her choice. Happiness, even if its at the cost of others pain.

She looked towards the sun with a new found rage, something she hadn't felt in nearly a thousand years. The voice of evil spoke from the back of her consciousness, commanding her to break it free, to let it take over once again.

Her eyes glowed white as darkness rose up around her, engulfing her in the next second. Her eyes shined through the darkness, changing into slits like a snake. The ponies around her took notice of these changes, and watched in horror as the evil they had once fought to defeat took over once again.

**A warped diction of scriptures befouled,**

**Traditions steeped within disgraces reviled.**

–

The darkness dissipated and revealed the transformed Alicorn: Nightmare Moon. Her horn glowed a deep blue and a beam was fired at the sun, forcing it to fall back below the horizon. "The Night will last forever!" She laughed before quickly deciding her next move. She flew up into the air and met Nocturne on the roof. "Nocturne, handle these ponies. I'm heading for Canterlot."

Nocturne was about to interject but Luna was already off, flying by in a wisp of dark smoke. He turned down and looked into the hole in the castle, looking over the remaining ponies. Only five of them still stood, and he fully intended on dropping that number.

Twilight teleported her friends and herself to the rooftop to face off against the night Alicorn. "We have to stop him now, then stop Nightmare Moon before its too late." Twilight thought aloud.

"It already is too late!" Nocturne's horn glowed and so did the gargoyles around the castle. The one above the door started to move, its stone body making a grinding noise as it shifted. Its wings flapped and it flew into the air an landed next to Nocturne, bowing low.

The other two gargoyles near the bridge moved as well, crawling off their pedestals before joining the group on the roof top. They bowed low to Nocturne, awaiting the command of their master. "Get them."

-  
><strong>Father, unholy one,<strong>

**To your night realm we bow.**

–

They stood up an faced the group of ponies. There stone eyes looked blankly over them before they began to descend upon the group. The five ponies scattered as the roof they were just standing on was slammed by three stone fists. The rooftop crack and caved in with the weight of the stone gargoyles. They hovered in place instead of fall through the new hole in the roof.

The ponies scattered in their own way. Rainbow Dash took to the sky as Rarity and Twilight teleported away. Applejack and Pinkie had no choice but do an old-fashion run-for-it. Twilight teleported down to the bridge to get some distance from the action.

The gargoyles turned and split their formation, chasing some of the escaping ponies. Nocturne noticed he was down one extra pony and found Twilight far below the action. He disappeared in a puff of black smoke and reappeared in front of her.

"And where do you think you're going? The fun's just begun." His horn lit up as he a prepared another bolt of black magic. Twilight held her ground as her own start to glow. She fired a beam of pure magic at him, he responded with his own.

The beams collided in mid-air, their energies unable to move the other. Nocturne forced more energy into his beam, moving Twilight's back. She forced everything she could into her horn, the strain building fast. Flashes of light erupted from where the two beams met. The increase in magic in the air started to affect the surroundings.

The bridge turned into a thick paste and the grass caught fire, then was put out when the leaves turned into water and fell. The night's clouds darkened and began thundering, most of the bolts were focused right over them, some going passing by right next to the bridge and striking far below into the canyon.

Nocturne looked at his hooves and tried to move them, he was stuck, and in that position he couldn't get himself free. He concentrated on the beam and forced full power into it. Instantly the beam forced Twilight to fly back and hit a tree in the woods.

The gargoyles were fighting the ponies, battering them with their crushing fists of stone. They did their best to fight them, but how can you hurt something made of rock and unable to feel pain? Applejack kicks did nothing but hurt her, and even with Rainbow Dash's twisters, it wasn't enough. They were too heavy to fling around and too hard to inflict any sort of damage. In a matter of minutes, they lay defeated.

**Nocturnal majesty,**

**Sworn to black we'll always be.**

Nightmare Moon arrived at Canterlot Castle, camouflaged perfectly in the night, she approached it with malicious intent. She thought of the payback they all deserved here, and how soon those thoughts would become reality. She spotted the guards at the door staring out into the night, keeping watch at this most deadly of times.

She stepped up to them without fear or hesitation. The guards noticed her and reacted quickly. They charged forward but were instantly caught in her magic. The were lifted up into the air and they quickly realized charging a princess was not the best idea. Nightmare Moon chuckled at their feeble efforts to stop her. With a flick of her horn two cups appeared, full of a green liquid.

"You guys have been out here all night! You must be thirsty, here I brought you something." She levitated it towards their lips but they refused to open their mouths to the foul smelling liquid. "Oh C'mon, it'll make you feel so much better." She tried again but they wouldn't even look at them. "I said DRINK!" She forced their mouths open and the liquid burned their throats as it went down.

She released her magical grip on them and pushed the gate open. The two pegasi guards writhed on the ground and coughed as the poison began its work on their bodies. It was becoming hard to breathe and their sight was blurring in and out of focus. All their muscles seemed to burn as the poison worked on breaking them down. They would be alive for a while as the poison continued its work, but they will be dead in the next few hours.

She found the inside of the castle nearly empty, but she knew why. Celestia would be having a meeting at this time, in light of recent events. She decided to have a loud arrival. Her horn glowed with building magic, illuminating the room with a blue glow. She looked to the ceiling and blasted away the magic she built up. It crashed through the roof, letting the cold night air in.

–

**Damnation's diction, a deadly disclosure,**

**Our poisons in their goblets drip.**

**How perfectly hideous, so eloquently scribed-**

**Each scripture so skillfully sick.**

–

Madly, she whirled around and blasted everything she could, knowing her sister would have heard the crash of the ceiling. The castle was starting to lose its structure in just a few seconds, the power of a goddess tearing it down. The castle rumbled as working ponies such as advisers and guards attempted to scurry out.

It crumbled down around Nightmare Moon as she laughed. She could faintly hear the screams of the other ponies being crushed. The main gate to Canterlot had fallen. Nightmare Moon looked towards the rest of the city, the part on the side of the mountain. She wondered what would happen if somepony were to dislodge it.

Nightmare Moon's thought was interrupted by the only other known female Alicorn. Celestia descended from the higher parts of Canterlot onto the rubble of the destroyed castle. "Nightmare Moon!" She got into a fighting stance and prepared herself for a possible fight.

"You," Nightmare Moon nearly spat the words out. Her anger levels simply shot up at the sight of her sister. "I'll end this game of night and day forever. And rid you of this earth!" Nightmare Moon fired a bolt of magic at Celestia, who jumped out of the way in time.

"Luna! I know you're in there, stop this madness! This can't be what you want." Celestia pleaded with Nightmare Moon.

"Don't be foolish, Celestia." Nightmare Moon full sped tackled Celestia to the ground. "You act as if Luna isn't in control." Celestia stood up back up and held her ground.

"Luna, listen to me! You have to fight her, don't let her win again." Nightmare Moon shook with rage firing off another shot at her without even thinking about it. The shot was so careless Celestia need only raise her hoof to avoid it.

"You just don't get it do you? Well, let me spell it out for you." She raised her front hooves in the air. "I." Her horn glowed as the moon moved to directly above the city. "AM." Her dark wings extended to the sides of her. "LUNA." She stamped her hooves on the ground and the ground around quaked with a magical force.

–

**Parchment scabbed over with plasmatic prose,**

**Prophesize permanent night.**

**The words of sheer blackness paint ebony my soul**

**And bestow me with infernal might.**

The ground underneath Celestia buckled and exploded upwards, sending her into the air. She landed when she crashed into a pile of rubble. Her head was dazed as she stood on shaky hooves. She shook the dizziness from her head and looked back at her sister. Was this really her?

Nightmare Moon flew into the sky and fired down another bolt of magic at Celestia. Instead of dodging it, this time, she deflected it with her own magic. Swiping the bolt of magic with her horn like a baseball bat. The magic bolt was re-directed into a pile of rubble where it exploded. Nightmare Moon could feel the mood of the battle shift.

Celestia flew up into the sky and charged her sister head on, leaving Nightmare Moon little time to react. Celestia caught Nightmare Moon with a tackle to the stomach. She lost her breath with the impact, but did her best to recover and push her sister back. They caught each other's hooves and attempted to wrestle the other one back.

Simultaneously, their horns glowed and inadvertently connected. A magical explosion followed suit. They collided against the ground, but they stood up quickly, as if that explosion didn't just happen, minus a few bruises.

They blasted each other with magic, dodging and avoiding everything they could. Celestia shot several blasts at Nightmare Moon's feet, causing a cloud of dust and smoke to shoot up and cover her. When the smoke cleared, Nightmare had vanished. Celestia ran over to the spot where she was and look around, finding no trace of her.

The ground under her shifted and she looked down to see a smiling Nightmare Moon. "Buh-Bye." She was caught directly with a full magic blast to the chest. She was sent farther than ever before, crashing into one of Canterlot's still standing towers. It cracked and buckled, falling down into the city's main square. Thankfully for Equestria, all the citizens of Canterlot had fled on direct order of the leader of the royal guard.

Celestia stood atop what was left of the fallen tower, looking down at the damage it had just done upon the beautiful city. "Oh, what have we done?" She jumped down to the city square.

**A warped diction of scriptures befouled,**

**Traditions steeped within disgraces reviled.**

**Father, unholy one,**

**To your night realm we bow.**

–

Nocturne freed himself from the thick paste that had held his hooves fast to the bridge. He turned back to his small army, now bowing before him, awaiting his next command. He saw the ponies battered and barely able to move. The gargoyles had done a number on them.

He smiled as the knowledge of the defeated Elements of Harmony settled in. He chuckled at first, soon growing into a maniacal laugh. The last bastion of defense lay ruined before him, nothing could stop him now, not even Celestia. He thought about Luna, who had gone after her sister, would she be able to take her down? He should rush to her assistance, and he would have, if not for the sudden flash of light.

Nocturne turned back towards the woods where the glow emanated from. Twilight Sparkle was the source of the glow, now rising into the air. Her eyes glowed white along with a sphere around her. Her horn blazed with powerful magic that could even rival the three Alicorns. "What is this!" Nocturne stepped backwards and covered his eyes with his hooves.

Behind him, the fallen ponies also began to glow with a sphere of light surrounding them. Each held a different color around them. Applejack's was orange, Pinkie Pie's was Pink, Rarity's was violet, Rainbow Dash's was blue and Fluttershy's was yellow. Nocturne shut his eyes from the blinding light of the six spheres.

All their wounds healed, and their respective Element glowed with power; they started to change. Twilight's turned into more of royal crown, with spikes, still containing her cutie mark. Applejack's, Pinkie Pie and Fluttershy had their elements change into an chest plate and two pony shoes as hard as diamond. Rarity's transformed similarly, but instead had a chest plate and a helmet that covered most of her face, minus the eyes. Rainbow Dash's turned into two spiked pony shoes with extremely sharp edges.

They regained consciousness and looked down at their healed selves, amazed at the sudden turn of events. The blinding light died down and Nocturne angrily looked at the wielders of the Elements of Harmony, now transformed and from what he could see, stronger than ever.

Applejack tested the weight of her new shoes and found them to be light and easy to use, but are strong enough to break stone with a good kick. Pinkie Pie bounced with happiness and delight and looked down at her pretty new shoes, which were now cracking the roof she now stood on. Rarity found her helmet light and fashionable somehow.

Fluttershy looked down questioningly at her new shoes, unsure of how to use them or if to use them. Rainbow Dash was looking at her awesome new shoes and pretending to slice enemies near her while flying around. As for Twilight Sparkle, she was grinning, she could feel her magic force nearly doubled now, no doubt from the crown she now wore. She could turn this around, they all could, and save Equestria.

"You think you can take me down, even with your new weapons?" Nocturne did his best to keep his calm and remain confident in his approach. He had come so far to let all this end at some freak turn of events. "My servants of the night, rid them of their weapons!" With his command the gargoyles spun into action once again.

Rainbow Dash didn't hesitate to test out her new tool. She dived down at the approaching enemies and slashed one of their shoulders. The gargoyle was hit with a glancing blow, which broke off a piece of his shoulder and cracked the rest. Applejack smiled at the damage, if they could crack, they could crumble as well.

"C'mon Pinkie, le's go smash some barn bats!" One of the unharmed gargoyles landed in front of her. She charged forward.

"Woohoo!" Pinkie Pie dashed over to the beast with Applejack in front to lead the way. Applejack jumped over an arm swing and kicked at its stomach, cracking it and pushing him back. Pinkie Pie jumped and smashed her hoof down on its back, smashing it the ground. The gargoyle attempted to stand back up with Pinkie still on its back, but with one more crushing stomp, the gargoyle fell apart, dissipating into a dust that was swept with the wind.

Nocturne joined the fight, battling against Twilight's enhanced magic. Her attacks were nearly able to match Nocturne's in power. He flew into the sky and launched blast after blast of magical energy, while Twilight dodged and deflected each one, sending a few of her own in return.

He swooped over her and released a torrent of flames down upon her. She reacted with a bubble of protective magic around her, the only thing to be burned was the ground around her feet. "Burn you damned pony!" Nocturne's voice boiled with anger as he saw his flames failed to harm the mare in anyway. He swooped down again and unleashed a thunderous bolt of lightning.

It struck fast, too fast for Twilight to respond quickly enough, and blast the ground under her. She was knocked back with a hoof burned. Twilight concentrated her magic and fired back a beam of freezing wind. Nocturne moved to evade, but his wing was caught in the beam, his wing froze instantly and he fell to the ground.

He was grounded for the time being. He raised his hooves in the air and stomped down, cracking the bridge. The bridge broke and fell into the canyon below, Nocturne now stood on a levitating piece of stone from the bridge. He used his magic and controlled it like a mid-air surfboard. He caught some other pieces of the bridge and used them as projectiles against Twilight.

She ran frantically from the heavy boulders being sent her way. Using her magic, she teleported out of the way of the stones whenever she needed to. She escaped unscathed, thankfully. "Why won't you just die? Suffer at the hands of the night!"

**Nocturnal majesty, sworn to black we'll always be.**

**Hatred and persistance, destined to see**

**A complete eclipse**

**Of that hated sphere the sun.**

–

"I will destroy everything you hold dear, Celestia!" Nightmare Moon blasted down another building around Celestia. Her sister escaping just in the nick of time. Celestia ran through the streets of Canterlot, explosions following her just a few feet behind her.

Celestia's horn glowed as she blasted down the first floor of a building. Its weight distribution uneven, it began to fall. Nightmare Moon unknowingly kept advancing, right under the now falling structure. She looked up as the dark shadow over took her form. It crashed around her, a quick act of magic the only reason she was still in one piece.

She broke her way through the rubble and continued pursuing Celestia. The town was almost completely leveled, only a dozen structures were still intact.

Celestia ran into a building and attempted to hide for a moment, using her time wisely. Nightmare Moon stopped and looked around the few buildings surrounding her. She had lost sight of her sister and could hear no noises that would lead her. She slowly looked inside each of the buildings hoping to find where she was hiding.

Celestia had the luxury of running into a flower shop, where the smell just burned your nostrils. Nightmare Moon ran off down the road, finding no sign of Celestia. Celestia sighed for the moment and looked over the counter, accidentally brushing her nose through an awful smelling tulip. Her nose tensed up and she felt a big one coming. She sneezed.

The flower shop windows were blasted through by a forceful wind, followed by a wave of flame. Celestia teleported outside and faced her sister once again. The flower shop's fire gave light upon the darkened town.

"Time to end you!" Nightmare Moon looked upon the moon, her eyes glowing white. Darkness consumed her form and above her a cloud formed and changed. A dark cloud version of her formed and opened her mouth. She fired a dark energy down upon Celestia, her only protection was the shield of magic she was able to raise.

-  
><strong>By the light unspoken,<strong>

**This language of brutality.**

**Enraptured I have become unholy.**

**Night's arms welcome me.**  
>–<p>

Celestia was forced back, the impact of the magical energy too much for her to hold her ground. She slid on her hooves before she was knocked off balance by a stone. Her shield fell and she was thrashed by Nightmare Moon's most powerful attack. She was blown back into a crumbling wall. Celestia barreled through it, causing it to topple over.

"Let the night rule forever!" Nightmare Moon picked up a large boulder and held it above Celestia's head. It was over...

–

Rarity charged at the final remaining gargoyle, his arm had been broken off by a daring kick from Fluttershy. She held her horn high, aiming for its neck. Her horn was magically lengthened, like before, and she had been using it as a lance to fight off the gargoyles. It never even saw her coming, it was too distracted by Rainbow Dash who had broken off its wings to prevent its escape. Rarity's horn smashed into its neck, severing its head and breaking the upper half of its body. It smashed to the ground, crumbling into ash.

Nocturne still fought with Twilight in a magical duel, neither was backing down. His wing was still injured, preventing use of the sky. He called a storm above the castle, unleashing bolts of lightning that ravaged the area and threatened to electrocute the ponies.

They evaded each strike against them, Nocturne was growing weaker as he continued to exhaust his magic against them all. This battle should have been over a while ago, but the Elements interfered. The ponies formed up together ready to back each other up for one last fight against the prince of the night.

"You can't stop us Nocturne!" Twilight challenged.

"This isn't over just yet!" Nocturne charged forward, and so did Rarity. He magically lengthened his horn like Rarity.

The two daring ponies sped towards each other before colliding, horn to horn. They were deadlocked for a moment, before Rarity's Element glowed. Nocturne was sent flying back and slid against the ground of the forest.

"Face it, you can't stop us all." Rarity scraped her hoof against the ground, intending to charge again.

Twilight turned to the castle now riddled with holes and sent a powerful lightning bolt straight through the castle diagonally. It slashed the castles foundation, crumbling the dark blue stone it was made of. The ground shook as tons and tons of heavy rock tumbled into the canyon below. Nocturne's castle was no more.

Nocturne attempted to stand but found his front right leg wouldn't respond. He looked at it and found that it broken, with the bone sticking through his skin. The blood stained the grass red. "Y'all can give up now, your too hurt for this." Applejack tried to get him to surrender.

"No, I've come to far to lose." Nocturne healed his wound with his magic as fast as he could, getting to his feet in a few seconds. He panted as if he had just run a mile, he couldn't take much more of this.

Rainbow Dash swooped down from the sky and sliced up his back with a few quick moves. He grunted as her blades cut into him. The blood now staining his black coat. He knew he was done for then, he had wasted too much magic the first time he took them down.

Rainbow Dash returned to formation with a smile on her face. "Girls, lets end this." Each took a step forward as Twilight's Element began to glow. The six ponies rose into the air as they were engulfed in the light of Elements of Harmony. Their Elements blasted off their signature shape and they zipped past Nocturne.

"No! This can't be happening! I planned everything, how can I be defeated like this again!" Nocturne yelled to the heavens as the blinding light took over.

–

Celestia dashed forward from the rubble of the destroyed wall and charged Nightmare Moon directly, ignoring her powerful shadow above her. Celestia's horn glowed a powerful magical light that tore through her shadow, ripping it to nothing. Nightmare Moon's cloak of darkness faded in the light revealing her standing form.

Celestia kept up her momentum and lowered her horn finding her target. It pierced Nightmare Moon's chest plate shallowly stabbing her. That was all Celestia needed as she fired her spell that illuminated Luna's entire body. Her eyes flared with the magical light.

"Its over Luna!"

–

Ponyville witnessed two light shows that night, one from Canterlot and one from the Everfree Forest.

**Nocturnal majesty, sworn to black we'll always be.**

**Hatred and persistence, destined to see**

**A complete eclipse**

**Of that hated sphere the Sun**

**Well, I believe there will be an epilogue since i never actually thought of the very end of the story, i think i'll let you guys decide what it will be, I will have a poll running on my profile page so go ahead and vote there for what kind of outcome you'd like in this story, ranging from depressing, to very happy. And as always send in a review! This is the first story I've 'finished' so give me some credit.**

**EDIT: Slight Problem with the poll, its fixed now and should work.**


	6. Into the Darkness

**A/N: Yup, i finally got around to finishing the last chapter after a whole year. Its been on my mind to finish for a while but college is always in the way, so i had to force it in, but its done now. Finally my first completed story, feels weird, but good. Hope you enjoy the final chapter some of you have been dying for. The title of this chapter came from a song by Zero-Project. I was listening to it while doing the finishing touches on this chapter. Their music is totally free to download and can be found with some easy searching. You should listen to the song 'Into the Darkness' while reading this chapter, it really creates a good atmosphere. I hope you enjoy!  
><strong>

The birds happily chirped as the sun began its ascent into the sky once more. It was a chill morning with few clouds littering the sky. The glorious rays of the sun fell upon the land of Equestria, finding the ruined city of Canterlot. Pillars of smoke rose from the patches of the city that were set aflame during the previous night. A thin layer of dust had fallen upon the rubble and the surrounding area, turning it into a ground zero. The inhabitants had since been evacuated to safer areas beyond the reach of the devastation.

The sun's light found the heavily armored royal guards making their way through the ruined city. The royal guards had returned from their duties of ensuring the safety of the civilians and now searched for their rulers hidden amongst the destruction. Magic was used to levitate large pieces of stone that used to comprise houses, stores, and towers. The guards searched for hours, moving tons of stone out of the way at the same time.

Finally, near the center of the city, the most treacherous and destroyed area, they were found. Princess Luna and Princess Celestia were found next to each other, each knocked out cold and covered in a thin layer of dust and debris. They were both beaten, bruised and cut up, ruining their usual royal appearance. Luna's chest held a shallow wound, the obvious perpetrator, Celestia's horn.

The royal guards carefully picked them up and carried them more than a mile to the train station. They were boarded onto the train, which the guards had been using a base of operation. It was one of the few places which had survived due to its distance from the major parts of the city. The train quickly departed to Ponyville, the closest town with a good enough hospital to take care of the royalty.

The train arrived in Ponyville shortly afterward and the royal sisters were rushed into the hospital to be cleaned and examined. The natures of their wounds were not fatal, but they were both beaten up badly. Both received wounds across most of their body along with broken bones. The doctors quickly got to work on patching them up

Twilight Sparkle led the group back to Ponyville after the defeat of Nocturne. He was not turned to stone as the group thought would've happened. He was simply knocked unconscious. In order to keep him subdued Twilight held him in a magical prison which she was levitating above the group. Nocturne was beaten badly, body now covered in dried blood after the previous night's duel.

Twilight led the group silently, lost in thought. The elements of harmony didn't turn Nocturne to stone as it had to Discord, and that bothered Twilight greatly. In fact the elements seemed to almost glance off of Nocturne, resulting only in knocking him out. She could have sworn she saw something block the power of the elements, like a shield he conjured up at the last second. But, it didn't seem like it was Nocturne, he was too weak. To produce a shield strong enough to block a full power blast of the elements would require a lot of magical energy. She would need to speak with Celestia about this matter, something wasn't right.

"Hey, Twi," Applejack said weakly. All of the ponies were on their last leg of exhaustion and only wished to make it home to their comfortable beds. Applejack barely had her head up when she spoke.

"Yes?" Twilight responded without turning back. She needed all of her concentration to hold Nocturne, it felt like she could barely walk.

"You seem to have something on your mind?"

Twilight thought back to what she swore she saw block the power of the elements. "Why isn't Nocturne stone?"

"I'm sorry?" Applejack asked confused, "I don't quite follow." Applejack raised an eyebrow at her friend.

"Like Discord. The elements turned him to stone, why not Nocturne?"

"The Elements must work differently every time, dear." Rarity threw in her opinion. Her eyes half lidded as her hooves mechanically moved. It was a possibility they worked differently every time. For instance, Luna wasn't turned to stone when she was Nightmare Moon.

No pony said a word after that. No one really wanted to speak in the conditions they were in. Exhaustion was nearly killing them.

The group finally broke the edge of Everfree Forest to find guards on duty. The guards quickly came to their assistance, taking Nocturne into custody and escorted the six exhausted ponies to their homes. They stood guard at each of their homes.

Twilight's eyes blinked twice where her home used to be, remembering that had been destroyed during Nocturne's arrival. She asked Pinkie Pie if she could stay with her, since sugar cube corner was the closest. Pinkie Pie nodded and soon they both collapsed onto the same bed falling asleep almost instantly.

The citizens of Ponyville at the instruction of the mayor began to clean up the town. The only major destruction was the library, but it was huge, and a lot of pony power would be required to move the large tree. Books were salvaged from the ruins and stacked on the side in hopes of rebuilding the library once again.

Celestia was the first to awaken, her eyes fluttered open and she grumbled as she sat up in the hospital bed. Doctors and nurses quickly crowded the room and bombarded her with questions. Was she feeling alright? Is there anything she needed? Celestia dismissed the questions and stood up on unsteady hooves. The room quickly fell silent.

She looked to her right and spotted the still sleeping form of Luna, her eyes filled with concern. But, she knew she had other important matters to attend to, besides, Luna was safe.

Celestia unhooked the few wires and apparatus connected to her, instantly flat lining her heart monitor. "Has Nocturne been defeated?" She looked across the room looking for a pony with an answer. Her prayers were answered when a royal guard posted outside the room walked in and bowed.

"Nocturne has been captured and is being held at the Ponyville prison. We have our best mages and warriors standing at the ready to subdue him if he awakens."

"Where is Twilight Sparkle? I must speak with her on this matter." Celestia started for the door and nearly stumbled as pain shot up her back leg.

"Princess you should not be moving too much." One of the doctors came forward. "You are still injured and should rest."

"No," Celestia refused and walked out the room. "I'll be fine." She motioned for the royal guard to follow, and he did so.

Celestia made her way through the town unsteadily, the royal guard kept her from falling more than once. The citizens around the town stopped what they were doing and cheered for Celestia, but she ignored them and went on. The two stopped at sugar cube corner and knocked politely before entering anyway.

"Princess?" Mrs. Cake asked stunned. "What are you doing here?" She looked around nervously before deciding to just bow.

"I was informed Twilight Sparkle was staying here the night. Is she here?" Celestia looked around the shop looking for the staircase on her own.

"Why yes. She's right upstairs!" Mrs. Cake pulled a rope on the ceiling and down came a set of stairs a bit too small for Celestia to easily climb. She decided the best way to get up was to simply teleport.

A moment later and she blinked into existence in the same room as Twilight and Pinkie, startling them both awake. Twilight looked around confused before spotting the princess in the room.

"Princess! You're here," Twilight jumped out of bed with Pinkie just a moment behind her.

"Twilight," Celestia cut right to the chase, eager to close this chapter. "You defeated Nocturne?"

"Yes Princess, we did, Sort of," Twilight remembered the Elements _not_ turning him to stone.

"What do you mean sort of?" Celestia's concern grew and it was apparent in her voice.

"Well, we used the Elements on him, just like we normally do." Twilight explained. "But, it didn't turn him to stone. I could have sworn I saw something deflect the power. Its like something defended him at the last second . We were only able to knock him out."

Celestia thought for a moment before responding. "You say you saw something block the power of the elements?"

"Yes!" Twilight also remembered the shape shifting the Elements of Harmony also went through, though since then they returned to their normal appearance. "Princess, also something happened to the Elements during the fight."

"Oh? And what was that?" Celestia eyed the crown Twilight still had on her head. It seemed normal enough.

"During the fight with Nocturne we were defeated," Twilight looked at the ground before perking back up. "But, the elements healed us and changed!"

Pinkie took this opportunity to speak up. "Yeah! I had awesome heavy pony shoes! I kicked those stone monsters so hard they just cracked up! Ha! You get it? I hit them so hard they were laughing!?" Pinkie laughed to herself in her usual hyper-ness. "Oh, and Rarity had this awesome lance helmet thing and Rainbow Dash had sharpened blades on her hooves! Oh it was so crazy!" Pinkie bounced up and down barely able to keep her excitement in check.

"The Elements changed like that?" Celstia was confused by the pink pony, not sure whether to trust what she was saying.

"Yeah, that's pretty much what happened." Twilight responded.

"Well, the Elements have never done anything similar to that before, but we have time to talk about that later. We need to see Nocturne. Pinkie Pie," she looked over to the still bouncing cotton candy.

"Yes?" She hopped up uncomfortably close to Celestia's face.

Celestia backed up a bit. "Go get the rest of your friends and make sure they have their element with them." She turned back to Twilight, "Come with me." The three ponies turned and walked down the stairs going on to their next destination.

Twilight, Celestia and her royal guards moved quickly through the town. They received waves and some cheers as they made their way through. The mayor tried to get a word with Celestia, but with the wave of a hoof Celestia walked by her. The royal guard led the way since neither of the two ponies actually knew the way to the prison.

They arrived at the building a few minutes later. It actually wasn't very big since crime in ponyville was scarce, and murders rarely happened more than every other decade. The guards at the gate opened it immediately allowing their ruler through the doors.

"He's this way princess," one of the guards at the gate led the way into the prison. Opening a few doors and turning a few corners. Finally, Celestia stood face to face with Nocturne once again. The only thing separating the two powerful Alicorn were the magical force fields around him and the iron bars.

Twilight immediately readied her magic noticing him awake. "There is no need for magic." Nocturne looked down to Twilight and then back to Celestia. Twilight stood unsure of what to do, so she decided to keep her magic ready at any second. Better safe than sorry.

"It looks like you won, Celestia." Nocturne's expression remained as tough as steel. "The sun has risen again."

"The sun always rises, as does the moon. Why not end this now?"

"I've been thinking of that for quite some time. Sad to think your guards could possibly stop me had I actually wanted to escape." Nocturne looked around at his prison and smirked. "They can't hold me back."

"Well," Twilight started, "if you can escape. Why not just escape?" She asked.

"There is no point in running anymore." Nocturne looked out the window behind him. "I gave it all I had, and lost. I don't want to run anymore, I don't want to hide. I have something more important than my goals, and its high time I stick to it."

"And what would that be?" Celestia asked.

A set of hooves were heard running frantically outside. Nocturne smiled and closed his eyes. "I think shes coming." The sounds of hooves arrived at the door and kicked it open with a force that nearly broke it off its hinges. Luna ran in and looked towards Nocturne and his magical prison. There were tears in her eyes, which she quickly brushed away.

"Drop the shield!" She commanded the guards who went wide eyed as a result.

"But, princess shouldn't we keep him in-"

"Drop them!" Luna shouted again.

"Luna," Celestia stepped forward. "Wait, lets just ta-"

The guards dropped the shield that encased Nocturne. Luna ran to the jail cell and magically opened the door. She flung the door open and hugged Nocturne, tears rolling down her cheeks.

"Its okay. I'm here, its over now." Nocturne hugged Luna tightly.

"I thought I'd lost you, again." Luna said while shaking.

"No, that won't happen again. I'll stay by your side, now and forever." Tears fell from his eyes, but they looked so misplaced on such a normally steel expression. "I can't risk losing you anymore, Luna. My plans to for eternal night ends here."

"But what of your goals? Our castle?" Luna questioned.

"The castle is no more and I my goals put at risk the thing I care for the most." Nocturne smiled , staring into Luna's eyes.

Luna smiled and nuzzled Nocturne's neck. "This is it then. We can't hide from what we've done, can we?" She shut her eyes and silently wished for time to stand still.

"No, there's no point in hiding." Nocturne turned to Celestia. "Let us stand and receive our judgment." Luna turned to Celestia with a look of sorrow. The room had suddenly turned to the Goddess of the Sun and awaited her word.

Hoof steps were heard coming from the hall, and soon entered the rest of the cast. The room was dead quiet and the new arrivals picked up on it and stood quietly in their confusion. The focus shifted quickly from them and back to Celestia as she cleared her throat.

"You have caused the destruction of Canterlot, upset the my subjects, and have even taken the lives of others." Celestia's voice slowly picked up in volume. "You threaten my kingdom with darkness and evil. You attack without mercy and have threatened the lives of numerous civilians including myself." Celstia's eyes narrowed as she addressed Luna. "Luna. You have disobeyed me, ran away from home and have turned against the people you swore to protect with your very life."

"But you've shown me something today." Celestia's voice softened. "You have showed me the error of my ways. I should have trusted your judgment more." The entire room seemed shocked and confused.

Twilight and Rarity in unison, "huh?"

"Its obvious you care for him more than I can understand, and I'm sorry." Celestia bowed her head.

"But, princess what about what he's done?" Rainbow Dash asked.

"I am aware." she answered. Celestia stood tall once again. "Since you have given up your plans and say you will stand by my sister's side forever, I am willing to make a deal with both of you."

"And that deal is?" Nocturne asked.

"Both you and Luna will work to restore Canterlot to its original state, and afterward will stay in the castle to be a prince." Every pony in the room audibly gasped.

"Are you sure that's a good idea?" Twilight whispered, but Celestia ignored her.

"And if I refuse?" Nocturne asked with a hint of anger on his face.

"Then both of you will sentenced to the moon. Forever." Her face was solid, showing she was completely serious.

Luna pressed her head closer to Nocturne. "That's a tall order." Nocturne looked at the ground and smiled. "I accept."

–

The moon rose into the night sky as the ponies departed for their homes, Twilight stopped Celestia. "Princess, I don't understand. Why are you making Nocturne a prince? He tried to rule all of Equestria." Celestia smiled at her students question.

"Because Twilight, he deserved it. He showed me something I had nearly forgotten about. Something more powerful than even friendship."

"But, what if he tries to take over again? He'll be in the castle, he could try something!" Twilight was nearly freaking out at the prospect of a sneak attack on her beloved princess.

"He won't" Celestia stated.

"But how do you know?"

"When he told Luna he was giving up his plans. I knew for certain that I would have nothing to fear from Nocturne. He was willing to give up himself for Luna, and he wouldn't lie to her." Celestia turned and started after Luna and Nocturne, who were waiting for her at the edge of town.

"I still don't quite understand."

"It's okay, I don't expect you to. Not now anyway. But one day you will," Celestia spread her wings and flew into the night sky. Nocturne and Luna ascended after her, quickly disappearing into the starry sky.

Twilight stood there confused for a moment, thinking about what Celestia had said. She thought back at that moment, that spark of magic in her eye, at the moment when the Elements of Harmony blasted Nocturne. And, suddenly, it all made sense. The thing that Celestia had been talking about being more powerful than friendship, and the thing that had blocked the elements were one and the same. It was love.

Twilight looked up into the darkness of the night sky, a small smile on her face. The cold win blew her hair softly, the moon casting such a thin shadow.

-The End-

**A/N: I really hope this was a satisfying ending for everyone. I read it over a few times and found it to be a good ending in my opinion. Please review my story as its my first completed one! Tell me what you think, what you like about it and what you didn't like about it. i know its not perfect, but i don't intend to go back and fix anything, but i would like to know what it is that would need fixing. **

**Again thank you for reading and i hope you enjoyed!**


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